MUTUAL FUNDS BOARDS

                          DEFERRED COMPENSATION PROGRAM



                         DEFERRED COMPENSATION AGREEMENT



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                               MUTUAL FUNDS BOARDS

                          DEFERRED COMPENSATION PROGRAM



                         DEFERRED COMPENSATION AGREEMENT



         THIS AGREEMENT is made as of January 30, 2003, by and among the

hereinbelow listed regulated investment companies (which entities, together with

any and all additional entities incorporated herein, shall hereinafter be

collectively referred to as the "Funds") and the undersigned (hereinafter

referred to as "Participant").



                                   WITNESSETH:



         Whereas, the Participant is currently a duly elected trustee of one or

more of the Funds or serves as a member of the consulting committee thereof and

will be rendering valuable services to the Funds while serving in such capacity;

and



         Whereas, it is the desire of the Funds to have the benefit of the

Participant's continued loyalty, service and counsel and also to assist the

Participant in planning for retirement and certain other contingencies; and



         Whereas, a the Securities and Exchange Commission has issued a letter

on May 14, 1998 in which it has instructed registered investment companies that

they need not seek exemptive orders in order to implement compensation plans

that allow Participants to defer receipt of fees they receive in such capacity

in order to obtain tax and other benefits; and



         Whereas, the boards of trustees of the Funds have adopted a deferred

compensation arrangement or plan for the benefit of all participants therein;

and



         Whereas, the parties desire to set forth below their mutual

understandings and agreements regarding this deferred compensation plan.



         NOW, THEREFORE, in consideration of the foregoing premises, the parties

mutually agree as follows:



                 SECTION I: DEFERRED COMPENSATION LEDGER ACCOUNT



A.       Prior to the beginning of each calendar year while this Agreement is in

         force, the Participant may make an irrevocable written election

         (attached to and made a part of this Agreement) to defer receipt of all

         or any portion of such Participant's Compensation from the Funds that

         would otherwise be received during the next succeeding calendar year.



B.       An irrevocable written election to defer receipt of Compensation may

         also be made at the time of the Participant's election to the board of

         trustees of any of the Funds (or appointment to a consulting committee

         thereof, as applicable) and the election to defer receipt of

         Compensation shall be effective for the remaining portion of the

         calendar year in which such Participant was elected or appointed, as

         the case may be.





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C.       Any Compensation deferred under the terms of this Agreement shall be

         controlled solely by the terms of this Agreement.



D.       The irrevocable written election of the Participant to defer receipt of

         Compensation shall be effective only as to the Compensation for the

         year specified in such election.



E.       Any amounts of Compensation deferred by the Participant shall be

         credited to a Deferred Compensation Ledger Account established for such

         Participant and maintained by the Deferral Account Agent (as hereafter

         defined). Any payments of Deferred Compensation based upon such

         Deferred Compensation Ledger Account shall only be made at the time and

         under the occurrences set forth in Part II of this Agreement.



F.       At the time of the Participant's election to defer Compensation and

         once each calendar quarter thereafter, the Participant may designate in

         writing that amounts deferred be deemed to be invested in one of the

         funds set forth in Exhibit 1 (each of the foregoing a "Deemed

         Investment Option" and collectively, the "Deemed Investment Options").

         In the event that any Deemed Investment Option shall cease to be

         offered, the Deferral Account Agent shall notify the Participant that

         such Deemed Investment Option is no longer available. A Participant

         will not be able to select a Deemed Investment Option if the actual

         purchase thereof would violate sections 12(d)(1) or 13(a)(3) of the

         Investment Company Act of 1940, as amended.



G.       The election to designate deemed investments as described above shall

         be subject to restrictions as to minimum and maximum amounts as

         announced from time to time by the Funds. The Funds shall have the

         right at any time to add new Deemed Investment Options, cease to offer

         or withdraw any or all of the Deemed Investment Options and alter or

         adjust the basis or method of calculating any earnings for any of the

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