CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT



     This Agreement is made effective the 1st day of November, 2001, by and

between EACH OF THE FUNDS SET FORTH ON EXHIBIT A HERETO, each a business trust

or corporation organized and existing under the laws of the jurisdiction listed

on Exhibit A (each a "FUND"), and STATE STREET BANK AND TRUST COMPANY, a

Massachusetts trust company ("STATE STREET"),



                                   WLTNESSETH:



     WHEREAS, Fund is authorized to issue shares in separate series, with each

such series representing interests in a separate portfolio of securities and

other assets; and



     WHEREAS, Fund intends that this Agreement be applicable to each of its

series existing on the date hereof (such series together with all other series

subsequently established by Fund and made subject to this Agreement in

accordance with Section 16.2, be referred to herein as the "PORTFOLIO(S)");



     Now THEREFORE, in consideration of the mutual covenants and agreements

hereinafter contained, the parties hereto agree as follows:



SECTION 1    APPOINTMENT OF STATE STREET AS CUSTODIAN AND RECORDKEEPING AGENT.

Fund hereby appoints State Street as the custodian of the assets of the

Portfolios, including securities that Fund, on behalf of the applicable

Portfolio, desires to be held in places within the United States ("DOMESTIC

SECURITIES") and securities it desires to be held outside the United States

("FOREIGN SECURITIES"). Fund, on behalf of the Portfolio(s), agrees to deliver

to State Street all securities and cash of the Portfolios, and all payments of

income, payments of principal or capital distributions received by it with

respect to all securities owned by the Portfolio(s) from time to time, and the

cash consideration received by it for such new or treasury shares of beneficial

interest of Fund representing interests in the Portfolios ("SHARES") as may be

issued or sold from time to time. State Street shall not be responsible for any

property of a Portfolio held or received by the Portfolio and not delivered to

State Street.



Upon receipt of "PROPER INSTRUCTIONS" (as such term is defined in Section 6

hereof), State Street shall on behalf of the applicable Portfolio(s) from time

to time appoint one or more sub-custodians located in the United States, but

only in accordance with an applicable vote by the Board of Trustees or Directors

of Fund (the "BOARD") on behalf of the applicable Portfolio(s). State Street may

appoint as sub-custodian for Fund's foreign securities on behalf of the

applicable Portfolio(s) the foreign banking institutions and foreign securities

depositories designated in Schedules A and B hereto, but only in accordance with

the applicable provisions of Sections 3 and 4. State Street shall have the same

responsibility or liability to Fund on account of any actions or omissions of

any sub-custodian so appointed that State Street would have if State Street had

not retained such sub-custodian.



Fund hereby appoints State Street as agent to perform certain investment

accounting and recordkeeping functions relating to portfolio transactions

required of a duly registered investment company under Rule 3la of the

Investment Company Act of 1940, as amended and the rules promulgated thereunder,

including without limitation Rules 31a-l, 31a-2 and 31a-3 (the "1940 ACT") and

to calculate the net asset value of the Portfolio(s) in accordance with the

provisions of Section 9 hereof.



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SECTION 2    DUTIES OF STATE STREET WITH RESPECT TO PROPERTY OF FUND HELD BY

             STATE STREET IN THE UNITED STATES



     SECTION 2.1 HOLDING SECURITIES. State Street shall hold and physically

segregate for the account of each Portfolio all non-cash property to be held by

it in the United States, including all domestic securities other than securities

which are maintained pursuant to Section 2.8 in a clearing agency which acts as

a securities depository or in a book-entry system authorized by the U.S.

Department of the Treasury (each, a "U.S. SECURITIES SYSTEM").



     SECTION 2.2 DELIVERY OF SECURITIES. State Street shall release and deliver

domestic securities held by State Street or in a U.S. Securities System account

of State Street only upon receipt of Proper Instructions on behalf of the

applicable Portfolio, which may be continuing instructions when deemed

appropriate by the parties, and only in the following cases:



     1)   Upon sale of such securities for the account of the Portfolio and

          receipt of payment therefor;



     2)   Upon the receipt of payment in connection with any repurchase

          agreement related to such securities entered into by the Portfolio;



     3)   In the case of a sale effected through a U.S. Securities System, in

          accordance with the provisions of Section 2.8 hereof;



     4)   To the depository agent in connection with tender or other similar

          offers for securities of the Portfolio;



     5)   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 State

          Street;



     6)   To the issuer thereof, or its agent, for transfer into the name of the

          Portfolio or into the name of any nominee(s) of State Street or into

          the name or nominee name of any agent appointed pursuant to Section

          2.7 or into the name or nominee name of any sub-custodian appointed

          pursuant to Section 1; 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 State Street;



     7)   Upon the sale of such securities for the account of the Portfolio, to

          the broker or its clearing agent, against a receipt, for examination

          in accordance with "street delivery" custom; provided that in any such

          case, State Street shall have no responsibility or liability for any

          loss arising from the delivery of such securities prior to receiving

          payment for such securities except as may arise from State Street's

          own negligence or willful misconduct;



     8)   For exchange or conversion pursuant to any corporate action, including

          without limitation, any calls for redemption, tender or exchange

          offers, declarations, record and payment dates and amounts of any

          dividends or income, plan of



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          merger, consolidation, recapitalization, reorganization, readjustment,

          split-up of shares, changes of par value, or conversion ("CORPORATE

          ACTION") of the securities of the issuer of such securities, or

          pursuant to provisions for conversion contained in such securities, or

          pursuant to any deposit agreement; provided that, in any such case,

          the new securities and cash, if any, are to be delivered to State

          Street;



     9)   In the case of warrants, rights or similar securities, the surrender

          thereof in the exercise of such warrants, rights or similar securities

          or the surrender of interim receipts or temporary securities for

          definitive securities; provided that, in any such case, the new

          securities and cash, if any, are to be delivered to State Street;



     10)  For delivery in connection with any loans of securities made by the

          Portfolio, BUT ONLY against receipt of adequate collateral as agreed

          upon from time to time by State Street and Fund on behalf of the

          Portfolio, 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 State Street's account in the book-entry system authorized

          by the U.S. Department of the Treasury, State Street will not be held

          liable or responsible for the delivery of securities owned by the

          Portfolio prior to the receipt of such collateral;



     11)  For delivery as security in connection with any borrowing by Fund on

          behalf of the Portfolio requiring a pledge of assets by Fund, BUT

          ONLY against receipt of amounts borrowed;



     12)  For delivery in accordance with the provisions of any agreement among

          Fund on behalf of the Portfolio, State Street and a broker-dealer

          registered under the Securities Exchange Act of 1934 (the "EXCHANGE

          ACT") and a member of The National Association of Securities Dealers,

          Inc. ("NASD"), relating to compliance with the rules of The Options

          Clearing Corporation 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

          Portfolio;



     13)  For delivery in accordance with the provisions of any agreement among

          Fund on behalf of the Portfolio, State Street, and a futures

          commission merchant registered under the Commodity Exchange Act,

          relating to compliance with the rules of the Commodity Futures Trading

          Commission ("CFTC") and/or any contract market, or any similar

          organization or organizations, regarding account deposits in

          connection with transactions by the Portfolio;



     14)  Upon receipt of instructions from the transfer agent for Fund (the

          "TRANSFER AGENT") for delivery to such Transfer Agent or to the

          holders of Shares in connection with distributions in kind, as may be

          described from time to time in the currently effective prospectus and

          statement of additional information related to the Portfolio (the

          "PROSPECTUS"), in satisfaction of requests by holders of Shares for

          repurchase or redemption; and



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     15)  For any other purpose, BUT ONLY upon receipt of Proper Instructions on

          behalf of the applicable Portfolio specifying the securities to be

          delivered and naming the person or persons to whom delivery of such

          securities shall be made.



     SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities (other than

bearer securities) shall be registered in the name of the Portfolio or in the

name of any nominee of Fund on behalf of the Portfolio or of State Street which

nominee shall be assigned exclusively to the Portfolio, UNLESS Fund has

authorized in writing the appointment of a nominee to be used in common with

other registered investment companies having the same investment advisor as the

Portfolio, or in the name or nominee name of any agent appointed pursuant to

Section 2.7 or in the name or nominee name of any sub-custodian appointed

pursuant to Section 1. All securities accepted by State Street under the terms

hereof shall be in "street name" or other good delivery form. If, however, Fund

directs State Street to maintain securities in "street name", State Street shall

continuously utilize its best efforts to timely collect income due Fund on such

securities and to notify Fund on a best efforts basis only of relevant

information regarding securities such as maturities and pendency of calls and

Corporate Actions.



     SECTION 2.4 BANK ACCOUNTS. State Street shall open and maintain a separate

bank account or accounts in the United States in the name of each Portfolio,

subject only to draft or order by State Street acting pursuant hereto, and shall

hold in such account or accounts, subject to the provisions hereof, all cash

received by it from or for the account of the Portfolio, other than cash

maintained by the Portfolio in an account established and used in accordance

with Rule 17f-3 under the 1940 Act. Funds held by State Street for a Portfolio

may be deposited by it to its credit as custodian in the banking department of

State Street or in such other banks or trust companies as it may in its

discretion deem necessary or desirable; PROVIDED, however, that every such bank

or trust company shall be qualified to act as a custodian under the 1940 Act and

that each such bank or trust company and the funds to be deposited with each

such bank or trust company shall on behalf of each applicable Portfolio be

approved by vote of a majority of the Board. Such funds shall be deposited by

State Street in its capacity as custodian and shall be withdrawable by State

Street only in that capacity.



     SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section 2.3,

State Street shall collect on a timely basis all income and other payments with

respect to registered domestic securities to which each Portfolio shall be

entitled either by law or pursuant to custom in the securities business, and

shall collect on a timely basis all income and other payments with respect to

bearer domestic securities if, on the date of payment by the issuer, such

securities are held by State Street or its agent thereof and shall credit such

income, as collected, to such Portfolio's custodian account. Without limiting

the generality of the foregoing, State Street shall detach and present for

payment all coupons and other income items requiring presentation as and when

they become due and shall collect interest when due on securities held

hereunder. Income due each Portfolio on securities loaned pursuant to the

provisions of Section 2.2 (10) shall be the responsibility of Fund. State Street

will have no duty or responsibility in connection therewith, other than to

provide Fund with such information or data as may be necessary to assist Fund in

arranging for the timely delivery to State Street of the income to which the

Portfolio is properly entitled.



     SECTION 2.6 PAYMENT OF PORTFOLIOMONIES. Except to the extent that Section

4.4.2 applies, upon receipt of Proper Instructions on behalf of the applicable

Portfolio, which may be



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continuing instructions when deemed appropriate by the parties, State Street

shall pay out monies of a Portfolio in the following cases only:



     1)   Upon the purchase of domestic securities, options, futures contracts

          or options on futures contracts for the account of the Portfolio but

          only (a) against the delivery of such securities or evidence of title

          to such options, futures contracts or options on futures contracts to

          State Street (or any bank, banking firm or trust company doing

          business in the United States or abroad which is qualified under the

          1940 Act to act as a custodian and has been designated by State Street

          as its agent for this purpose) registered in the name of the Portfolio

          or in the name of a nominee of State Street referred to in Section 2.3

          hereof or in proper form for transfer; (b) in the case of a purchase

          effected through a U.S. Securities System, in accordance with the

          conditions set forth in Section 2.8 hereof; (c) in the case of

          repurchase agreements entered into between Fund on behalf of the

          Portfolio and State Street, or another bank, or a broker-dealer which

          is a member of NASD, (i) against delivery of the securities either in

          certificate form or through an entry crediting State Street's account

          at the Federal Reserve Bank with such securities or (ii) against

          delivery of the receipt evidencing purchase by the Portfolio of

          securities owned by State Street along with written evidence of the

          agreement by State Street to repurchase such securities from the

          Portfolio; or (d) for transfer to a time deposit account of Fund in

          any bank, whether domestic or foreign; such transfer may be effected

          prior to receipt of a confirmation from a broker and/or the applicable

          bank pursuant to Proper Instructions;



     2)   In connection with conversion, exchange or surrender of securities

          owned by the Portfolio as set forth in Section 2.2 hereof;



     3)   For the redemption or repurchase of Shares issued as set forth in

          Section 5 hereof;



     4)   For the payment of any expense or liability incurred by the Portfolio,

          including but not limited to the following payments for the account of

          the Portfolio: interest, taxes, management, accounting, transfer agent

          and legal fees, and operating expenses of Fund whether or not such

          expenses are to be in whole or part capitalized or treated as deferred

          expenses;



     5)   For the payment of any dividends on Shares declared pursuant to the

          Declaration of Trust, Articles of Incorporation, Bylaws or other

          governing documents of Fund (collectively, the "GOVERNING DOCUMENTS");



     6)   For payment of the amount of dividends received in respect of

          securities sold short; and



     7)   For any other purpose, BUT ONLY upon receipt of Proper Instructions on

          behalf of the Portfolio specifying the amount of such payment and

          naming the person or persons to whom such payment is to be made.



     SECTION 2.7 APPOINTMENT OF AGENTS. State Street may at any time or times in

its discretion appoint (and may at any time remove) any other bank or trust

company which is itself qualified under the 1940 Act to act as a custodian, as

its agent to carry out such of the provisions



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          Street may have as a consequence of any such loss or damage if and to

          the extent that the Portfolio has not been made whole for any such

          loss or damage.



     SECTION 2.9 SEGREGATED ACCOUNT. State Street shall upon receipt of Proper

Instructions on behalf of each applicable Portfolio establish and maintain a

segregated account or accounts for and on behalf of each such Portfolio, into

which account or accounts may be transferred cash and/or securities, including

securities maintained in an account by State Street pursuant to Section 2.8

hereof, (i) in accordance with the provisions of any agreement among Fund on

behalf of the Portfolio, State Street and a broker-dealer registered under the

Exchange Act and a member of the NASD (or any futures commission merchant

registered under the Commodity Exchange Act), relating to compliance with the

rules of The Options Clearing Corporation and of any registered national

securities exchange (or the CFTC or any registered contract market), or of any

similar organization or organizations, regarding escrow or other arrangements in

connection with transactions by the Portfolio, (ii) for purposes of segregating

cash or government securities in connection with options purchased, sold or

written by the Portfolio or commodity futures contracts or options thereon

purchased or sold by the Portfolio, (iii) for the purposes of compliance by the

Portfolio with the procedures required by Investment Company Act Release No.

10666, or any subsequent release of the U.S. Securities and Exchange Commission

(the "SEC"), or interpretative opinion of the staff of the SEC, relating to the

maintenance of segregated accounts by registered investment companies, and (iv)

for any other purpose upon receipt of Proper Instructions on behalf of the

applicable Portfolio.



     SECTION 2.10 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. State Street 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 Portfolio and in connection with

transfers of securities.



     SECTION 2.11 PROXIES. State Street shall, with respect to domestic

securities, cause to be promptly executed by the registered holder of such

securities, if the securities are registered otherwise than in the name of the

Portfolio or a nominee of the Portfolio, all proxies, without indication of the

manner in which such proxies are to be voted, and shall promptly deliver to the

Portfolio such proxies, all proxy soliciting materials and all notices relating

to such securities.



     SECTION 2.12 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to

the provisions of Section 2.3, State Street shall transmit promptly to Fund for

each Portfolio all written information received by State Street from issuers of

the securities being held for the Portfolio with respect to Corporate Actions,

notices of exercise of call and put options written by Fund on behalf of the

Portfolio, and the maturity of futures contracts purchased or sold by the

Portfolio. With respect to tender or exchange offers, State Street shall

transmit promptly to the Portfolio all written information received by State

Street 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 the

Portfolio desires to take action with respect to any Corporate Action, the

Portfolio shall provide Proper Instruction to State Street at least three

business days prior to the date on which State Street is to take such action.



SECTION 3    PROVISIONS RELATING TO RULES 17F-5 AND 17F-7



     SECTION 3.1 DEFINITIONS. As used throughout this Agreement, the capitalized

terms set forth below shall have the indicated meanings:



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"Country Risk" means all factors reasonably related to the systemic risk of

holding Foreign Assets in a particular country including, but not limited to,

such country's political environment, economic and financial infrastructure

(including any Eligible Securities Depository operating in the country),

prevailing or developing custody and settlement practices, and laws and

regulations applicable to the safekeeping and recovery of Foreign Assets held in

custody in that country. "Country Risk" does not include the risk that State

Street or any sub-custodian or agent will be negligent or will engage in willful

misconduct.



"Eligible Foreign Custodian" has the meaning set forth in section (a)(l) of

Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as

defined in Rule 17f-5), a bank holding company meeting the requirements of an

Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate

action of the SEC, or a foreign branch of a Bank (as defined in section 2(a)(5)

of the 1940 Act) meeting the requirements of a custodian under section 17(f) of

the 1940 Act; the term does not include any Eligible Securities Depository.



"Eligible Securities Depository" has the meaning set forth in section (b)(l) of

Rule 17f-7.



"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.



"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.



"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.



     SECTION 3.2 STATE STREET AS FOREIGN CUSTODY MANAGER.



     3.2.1 DELEGATION TO STATE STREET AS FOREIGN CUSTODY MANAGER. Fund, by

     resolution adopted by its Board, hereby delegates to State Street, subject

     to section (b) of Rule 17f-5, the responsibilities set forth in this

     Section 3.2 with respect to Foreign Assets held outside the United States,

     and State Street hereby accepts such delegation as Foreign Custody Manager

     with respect to the Portfolios.



     3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible

     for performing the delegated responsibilities defined below only with

     respect to the countries and custody arrangements for each such country

     listed on Schedule A, which list of countries may be amended from time to

     time by Fund with the agreement of the Foreign Custody Manager. The Foreign

     Custody Manager shall list on Schedule A the Eligible Foreign Custodians

     selected by the Foreign Custody Manager to maintain the assets of the

     Portfolios, which list of Eligible Foreign Custodians may be amended from

     time to time in the sole discretion of the Foreign Custody Manager. The

     Foreign Custody Manager will provide amended versions of Schedule A in

     accordance with Section 3.2.5 hereof.

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