CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT



     This Agreement between EACH LEGAL ENTITY LISTED ON EXHIBIT A HERETO, each a

business trust or corporation organized and existing under the laws of the

jurisdiction indicated on Exhibit A (each a "FUND"), and STATE STREET BANK and

TRUST COMPANY, a Massachusetts trust company ("STATE STREET"),



                                   WITNESSETH:



     WHEREAS, each 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, each 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 the Fund and made subject to this Agreement in

accordance with Section 17, 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 RECORDKEEPER. Each Fund

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

the Fund, including securities which the 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"). The 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 the 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 the Fund (the "BOARD") on behalf of the applicable Portfolio(s). State Street

may appoint as sub-custodian for the 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 of this Agreement. State Street

shall use all reasonable efforts to include in each agreement whereby State

Street appoints any such sub-custodian a provision to the effect that the

sub-custodian will be liable to State Street for losses and liabilities caused

by the negligence, misfeasance, or willful misconduct of the sub-custodian.

State Street shall have no more or less responsibility or liability to the Fund

on account of any actions or omissions of any sub-custodian so appointed than

any such sub-custodian has to State Street.



The Fund hereby constitutes and appoints State Street to perform certain

accounting and recordkeeping functions relating to portfolio transactions

required of a duly registered investment company under Section 31(a) of the

Investment Company Act of 1940, as amended (the "1940 Act") and to calculate the

net asset value of the Portfolios.



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SECTION 2. DUTIES OF STATE  STREET WITH RESPECT TO PROPERTY OF EACH 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 owned by such

Portfolio other than securities which are maintained pursuant to Section 2.8 in

a clearing agency registered with the SEC and 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 owned by a Portfolio 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 or nominees 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 merger, consolidation, recapitalization,

          reorganization, readjustment, split-up of shares, changes of par

          value, or conversion ("CORPORATE ACTION") of the securities of the



                                       2

{PAGE}



          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 the 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 except as may arise

          from State Street's own negligence or willful misconduct;



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

          on behalf of the Portfolio requiring a pledge of assets by the Fund on

          behalf of the Portfolio, but only against receipt of amounts borrowed;



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

          the 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 of the Fund;



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

          the 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 of the Fund;



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

          Portfolio (the "Prospectus"), in satisfaction of requests by holders

          of Shares for repurchase or redemption; and



     15)  For any other proper corporate purpose, but only upon receipt of

          Proper Instructions from the Fund on behalf of the applicable

          Portfolio specifying the securities of the Portfolio to be delivered

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

          shall be made.



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{PAGE}



     SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by State

Street (other than bearer securities) shall be registered in the name of a

Portfolio or in the name of any nominee of a Fund on behalf of a Portfolio or of

any nominee of State Street which nominee shall be assigned exclusively to the

Portfolio, unless the applicable 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 on behalf of a Portfolio under the terms of this

Agreement shall be in "street name" or other good delivery form. If, however, a

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

shall utilize all reasonable efforts to timely collect income due the Fund on

such securities and to notify the Fund using all reasonable efforts 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 of

each Fund, subject only to draft or order by State Street acting pursuant to the

terms of this Agreement, and shall hold in such account or accounts, subject to

the provisions hereof, all cash received by it from or for the account of the

Portfolio, other than cash maintained by the Portfolio in a bank 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 held hereunder 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 the Fund. State

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

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

the Fund in arranging for the timely delivery to State Street of the income to

which the Portfolio is properly entitled.



     SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions on

behalf of the applicable Portfolio, which may be continuing instructions when

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