MASTER CUSTODIAN AGREEMENT



     This Agreement is made as of June 29, 2001 by and among each management

investment company identified on Appendix A hereto (each such management

investment company and each management investment company made subject to this

Agreement in accordance with Section 17.5 below, shall hereinafter be referred

to as (the "Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts

trust company (the "Custodian"),



                                   WITNESSETH:



         WHEREAS, each Fund may or may not be authorized to issue shares of

common stock or shares of beneficial interest in separate series ("Shares"),

with each such series representing interests in a separate portfolio of

securities and other assets;



         WHEREAS, each Fund so authorized intends that this Agreement be

applicable to each of its series set forth on Appendix A hereto (such series

together with all other series subsequently established by the Fund and made

subject to this Agreement in accordance with Section 17.6 below, shall

hereinafter be referred to as the "Portfolio(s)").



         WHEREAS, each Fund not so authorized intends that this Agreement be

applicable to it and all references hereinafter to one or more "Portfolio(s)"

shall be deemed to refer to such Fund(s); and



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

hereinafter contained, the parties hereto agree as follows:



SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT



Each Fund hereby employs the Custodian as a custodian of assets of the

Portfolios, 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 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 (as such term is defined in Section 7

hereof) including, without limitation, Portfolio property (i) held by brokers,

private bankers or other entities on behalf of the Portfolio (each a "Local

Agent"), (ii) held by Special Sub-Custodians (as such term is defined in Section

5 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) (each a "Pledgee"), or (iv) delivered or otherwise removed from the

custody of the Custodian (a) in connection with any Free Trade (as such term is

hereinafter defined) or (b) pursuant to Special Instructions (as such term is

defined in Section 7 hereof). With respect to uncertificated shares (the

"Underlying Shares") of registered "investment companies" (as defined in Section

3(a)(1) of the Investment Company Act of 1940, as amended (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, including pursuant to Section

12(d)(1)(F) of the 1940 Act (hereinafter sometimes referred to as the

"Underlying Portfolios") 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.



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Upon receipt of Proper Instructions, the Custodian shall on behalf of the

applicable Portfolio(s) from time to time employ one or more sub-custodians

located in the United States, but only in accordance with an applicable vote by

the Board of Trustees or the Board of Directors of the Fund (as appropriate, and

in each case, the "Board") on behalf of the applicable Portfolio(s), and

provided that the Custodian shall have no more or less responsibility or

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

sub-custodian so employed than any such sub-custodian has to the Custodian. The

Custodian may employ as sub-custodian for each 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 hereof.



SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO

           BE HELD IN THE UNITED STATES



     SECTION 2.1 HOLDING SECURITIES. The Custodian 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 (a) 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") and (b) Underlying Shares owned by each Fund which are

maintained pursuant to Section 2.10 hereof in an account with State Street Bank

and Trust Company or such other entity which may from time to time act as a

transfer agent for the Underlying Portfolios and with respect to which the

Custodian is provided with Proper Instructions (the "Underlying Transfer

Agent").



     SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver

domestic securities owned by a Portfolio held by the Custodian, in a U.S.

Securities System account of the Custodian or in an account at the Underlying

Transfer Agent, 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;



                                       2.



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     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 the

          Custodian;



     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 the Custodian

          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 the Custodian;



     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, the Custodian 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 the Custodian's

          own negligence or willful misconduct;



     8)   For exchange or conversion pursuant to any plan of merger,

          consolidation, recapitalization, reorganization or readjustment 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 the Custodian;



     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 the Custodian;



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

          Portfolio (a) against receipt of collateral as agreed from time to

          time by the Fund on behalf of the Portfolio, except that in connection

          with any loans for which collateral is to be credited to the

          Custodian's account in the book-entry system authorized by the U.S.

          Department of the Treasury, the Custodian will not be held liable or

          responsible for the delivery of securities owned by the Portfolio

          prior to the receipt of such collateral or (b) to the lending agent,

          or the lending agent's custodian, in accordance with written Proper

          Instructions (which may not provide for the receipt by the Custodian

          of collateral therefor) agreed upon from time to time by the Custodian

          and the Fund;



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

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

          behalf of such Portfolio;



                                       3.



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         12)      For delivery in accordance with the provisions of any

                  agreement among the Fund on behalf of the Portfolio, the

                  Custodian 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. (the "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 Fund on behalf of a Portfolio;



         13)      For delivery in accordance with the provisions of any

                  agreement among a Fund on behalf of the Portfolio, the

                  Custodian, and a futures commission merchant registered under

                  the Commodity Exchange Act, relating to compliance with the

                  rules of the Commodity Futures Trading Commission (the "CFTC")

                  and/or any contract market, or any similar organization or

                  organizations, regarding account deposits in connection with

                  transactions by the Fund on behalf of a Portfolio;



         14)      Upon the sale or other delivery of such investments

                  (including, without limitation, to one or more (a) Special

                  Sub-Custodians or (b) additional custodians appointed by a

                  Fund, and communicated to the Custodian from time to time via

                  a writing duly executed by an authorized officer of such Fund,

                  for the purpose of engaging in repurchase agreement

                  transaction(s), each a "Repo Custodian"), and prior to receipt

                  of payment therefor, as set forth in written Proper

                  Instructions (such delivery in advance of payment, along with

                  payment in advance of delivery made in accordance with Section

                  2.6(7), as applicable, shall each be referred to herein as a

                  "Free Trade"), provided that such Proper Instructions shall

                  set forth (a) the securities of the Portfolio to be delivered

                  and (b) the person(s) to whom delivery of such securities

                  shall be made;



         15)      Upon receipt of instructions from the Fund's transfer agent

                  (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;



         16)      In the case of a sale processed through the Underlying

                  Transfer Agent or Underlying Shares, in accordance with

                  Section 2.10 hereof; and



         17)      For any other purpose, but only upon receipt of Proper

                  Instructions from the Fund on behalf of the applicable

                  Portfolio specifying (a) the securities of the Portfolio to be

                  delivered and (b) the person(s) to whom delivery of such

                  securities shall be made.



         SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the

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

Portfolio or in the name of any



                                       4.



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nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian

which nominee shall be assigned exclusively to the Portfolio, unless the Fund

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

other registered management investment companies having the same investment

adviser 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 the Custodian on

behalf of the Portfolio under the terms of this Agreement shall be in "street

name" or other good delivery form. If, however, a Fund directs the Custodian to

maintain securities in "street name", the Custodian shall utilize its best

efforts only to timely collect income due the Fund on such securities and to

notify the Fund on a best efforts basis only of relevant corporate actions

including, without limitation, pendency of calls, maturities, tender or exchange

offers.



     SECTION 2.4 BANK ACCOUNTS. The Custodian 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 the Custodian 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 the Custodian for a Portfolio may be deposited by it to its credit as

Custodian in the banking department of the Custodian 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 the Custodian in its capacity as

Custodian and shall be withdrawable by the Custodian only in that capacity.



     SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property

released and delivered pursuant to Section 2.2(14) or purchased pursuant to

Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian

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 the Custodian or its agent thereof and shall credit such

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

the generality of the foregoing, the Custodian 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 applicable

Fund. The Custodian 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 the Custodian of the

income to which the Portfolio is properly entitled.

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