CUSTODIAN AGREEMENT



     This Agreement is made effective the ____ day of ______________, 2002, by

and between EACH REGISTERED INVESTMENT COMPANY LISTED ON EXHIBIT A HERETO (each

a "Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust

company ("State Street").



                                   WITNESSETH:



     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 itself and/or

each of its series existing on the date hereof (such Fund and/or series,

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

to this Agreement in accordance with Section 14.2, are 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.



     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 held or received by Fund or a 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 no more

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

omissions of any sub-custodian so appointed than any such sub-custodian has to

State Street.



SECTION 2 DUTIES WITH RESPECT TO PROPERTY HELD 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").



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     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 ("U.S. Securities System Account") 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 Fund on

          behalf of 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 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

          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;

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     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 the U.S. Securities System Account, 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



     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

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



{PAGE}



securities and to notify Fund of relevant information regarding the 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 a bank account established and used in accordance

with Rule 17f-3 under the Investment Company Act of 1940, as amended (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 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 FUND MONIES. Upon receipt of Proper Instructions on

behalf of the applicable Portfolio, which may be 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



{PAGE}



          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 of this Section 2 as State Street

may from time to time direct; provided, however, that the appointment of any

agent shall not relieve State Street of its responsibilities or liabilities

hereunder.



     SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. State Street

may deposit and/or maintain securities owned by a Portfolio in the U.S.

Securities System Account subject to the following provisions:



     1)   Such Account shall not include any assets of State Street other than

          assets held as a fiduciary, custodian or otherwise for customers;



     2)   The records of State Street shall identify by book-entry those

          securities belonging to the Portfolio;



     3)   State Street shall pay for securities purchased for the account of the

          Portfolio upon (a) receipt of advice from the U.S. Securities System

          that such securities have been transferred to the U.S. Securities

          System Account, and (b) the making of an entry on the records of State

          Street to reflect such payment and transfer for the account of the

          Portfolio.

{PAGE}



     4)   State Street shall transfer securities sold for the account of the

          Portfolio upon (a) receipt of advice from the U.S. Securities System

          that payment for such securities has been transferred to the U.S.

          Securities System Account, and (b) the making of an entry on the

          records of State Street to reflect such transfer and payment for the

          account of the Portfolio.



     5)   Copies of all advices from the U.S. Securities System of transfers of

          securities for the account of the Portfolio shall identify the

          Portfolio, be maintained for the Portfolio by State Street and be

          provided to Fund at its request. Upon request, State Street shall

          furnish Fund on behalf of the Portfolio confirmation of each transfer

          to or from the account of the Portfolio in the form of a written

          advice or notice and shall furnish to Fund on behalf of the Portfolio

          copies of daily transaction sheets reflecting each day's transactions

          in the U.S. Securities System for the account of the Portfolio. State

          Street shall provide Fund with any report obtained by State Street on

          the U.S. Securities System's accounting system, internal accounting

          control and procedures for safeguarding securities deposited in the

          U.S. Securities System;



     6)   Anything to the contrary herein notwithstanding, State Street shall be

          liable to Fund for the benefit of the Portfolio for any loss or damage

          to the Portfolio resulting from use of the U.S. Securities System by

          reason of any negligence, misfeasance or misconduct of State Street or

          any of its agents or of any of its or their employees or from failure

          of State Street or any such agent to enforce effectively such rights

          as it may have against the U.S. Securities System; at the election of

          Fund, it shall be entitled to be subrogated to the rights of State

          Street with respect to any claim against the U.S. Securities System or

          any other person which State 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 the U.S. Securities System Account; (1) 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, (2) 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, (3) 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 (4) for any other

purpose upon receipt of Proper Instructions on behalf of the applicable

Portfolio.

{PAGE}



     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:



"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.



"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) 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)(1) 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.

{PAGE}



"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.



          Upon the receipt by the Foreign Custody Manager of Proper Instructions

          to open an account or to place or maintain Foreign Assets in a country

          listed on Schedule A, and the fulfillment by Fund, on behalf of the

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