<DOCUMENT>
<TYPE>EX-99.2J
<SEQUENCE>8
<FILENAME>exhibit2j1.txt
<DESCRIPTION>EX-99.2J1
<TEXT>



                AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
                -----------------------------------------------


      This  Amended  and  Restated  Master  Custodian  Agreement  is  made as of
September  19,  2005  between  each registered investment company identified  on
Appendix A hereto (each such registered  investment  company and each registered
investment company made subject to this Agreement in accordance  with Section 18
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 is registered under the Investment Company Act of 1940,
as amended, (the "1940 ACT");

      WHEREAS, the Funds have appointed the Custodian as custodian of its assets
by  a  Master Custodian Agreement dated as of October 10, 2001, as amended  (the
"ORIGINAL  CUSTODY AGREEMENT"), and retained the Custodian to serve as custodian
of its assets,  for  itself,  and,  to  the extent a Fund is authorized to issue
shares of common stock or shares of beneficial  interest  in separate series, on
behalf  of  each  of  its  series  set forth on Appendix A hereto  (such  series
together with all other series subsequently  established  by  a  Fund  and  made
subject to this Agreement in accordance with Section 19 below, shall hereinafter
be  referred  to  as the "PORTFOLIO(S)"; for each Fund not authorized to issue
separate  series  of   shares,   all  references  hereinafter  to  one  or  more
"Portfolio(s)" shall be deemed to refer to such Fund); and

      WHEREAS, the Funds and Custodian  desire to amend and restate the Original
Custody Agreement pursuant to the terms and conditions herein.

      Now THEREFORE, in consideration of  the  mutual  covenants  and agreements
hereinafter contained, the parties hereto agree as follows:

Section I. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT


Each  Fund  hereby employs the Custodian as the custodian of certain  assets  of
such 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),  has delivered
or  will  deliver  to  the  Custodian  all securities and cash of the Portfolios
(other  than  any  securities  or  cash of the  Portfolios  held  by  a  futures
commission merchant or commodity clearing  organization  pursuant  to Rule 17f-6
under  the  1940  Act),  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. The Custodian shall not be  responsible  for  any  property of a Portfolio
held  or  received  by  the Portfolio and not delivered to the  Custodian.  With
respect to uncertificated  shares  (the  "UNDERLYING  SHARES")  of  registered
investment  companies  (hereinafter  sometimes  referred  to  as the "UNDERLYING
PORTFOLIOS"), the holding of confirmation statements that identify the shares as


                                                                               1
<PAGE>

being recorded in the Custodian's name on behalf of the Portfolio will be deemed
custody for purposes hereof.


Upon  receipt  of  "PROPER  INSTRUCTIONS"  (as such term is defined in Section 7
hereof),  the Custodian shall on behalf of the applicable  Portfolios) 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,  Board of
Directors,  Board of Managers or other governing board, as applicable, of a Fund
(the "BOARD") on behalf of the applicable Portfolio(s). The Custodian may employ
as  sub-custodian  for a 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. The Custodian shall have no more
or less  responsibility  or  liability  to the Fund on account of any actions or
omissions of any  sub-custodian so employed than any such  sub-custodian  has to
the Custodian.


Section 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
           THE CUSTODIAN 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)  the Underlying Shares owned by the Fund which
are maintained pursuant to Section 2.13 in an account with State Street Bank and
Trust Company or such other entity as  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 or 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;

      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;

                                                                               2
<PAGE>

      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,  but  only  against  receipt  of  adequate collateral as
            agreed  upon from time to time by the Custodian  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 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
            under this Agreement for the delivery of  securities  owned  by the
            Portfolio prior to the receipt of such collateral;

      11)   For delivery in connection with any loans of securities made by the
            Fund  to  a  third  party  lending  agent,  or  the lending agent's
            custodian, in accordance with 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 on
            behalf of the Portfolio;

      12)   For delivery as security in connection with  any  borrowing  by the
            Fund on behalf of the Portfolio requiring a pledge of assets by the


                                                                               3
<PAGE>

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

      13)   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. ("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;

      14)   For  delivery in accordance with the provisions  of  any  agreement
            among  the  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 ("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;

      15)   Upon the sale or other delivery  of  such  investments  (including,
            without  limitation,  to  one  or  more  custodians  (each, a "Repo
            Custodian")  appointed  by  the  Fund on behalf of a Portfolio  and
            communicated  to  the Custodian by Proper  Instructions,  including
            Schedule D (as may  be  amended from time to time) attached to this
            Agreement, duly executed  by  two  authorized officers of the Fund,
            for the purpose of engaging in repurchase  agreement transactions),
            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(8), 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;

      16)   Upon receipt of instructions  from  the  Fund or 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;

      17)   For  delivery  as initial or variation margin  in  connection  with
            futures or options on futures contracts entered into by the Fund on
            behalf of the Portfolio; and

      18)   In the case of a  sale  processed  through  the Underlying Transfer
            Agent of Underlying Shares, in accordance with Section 2.13 hereof;

      19)   For any other purpose, but only upon receipt of Proper Instructions
            from the Fund on behalf of the applicable Portfolio  specifying the


                                                                               4
<PAGE>

            securities of the Portfolio 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 held  by
the Custodian (other than bearer securities)  shall be registered in the name of
the  Portfolio  or in the name of any nominee of  the  Fund  on  behalf  of  the
Portfolio or of ally  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  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 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, the 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 the 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.  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 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 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.


                                                                               5
<PAGE>

       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,  the  Custodian  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  the  Custodian  (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  the  Custodian  as  its  agent  for   this  purpose)
           registered in the name of the Portfolio or in the name  of a nominee
           of the Custodian 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  a purchase of Underlying
           Shares, in accordance with the conditions set forth in Section 2.13;
           (d) in the case of repurchase agreements entered  into  between  the
           Fund  on behalf of the Portfolio and the Custodian, or another bank,
           or a broker-dealer  which  is  a member of NASD, against delivery of
           the  securities  either in certificate  form  or  through  an  entry
           crediting the Custodian's  account  at the Federal Reserve Bank with
           such securities; or (e) for transfer  to  a  time deposit account of
           the 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 from the Fund as
           defined herein;

      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 6 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
           the  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
           governing documents of the Fund;

      6)   For  payment of the amount  of  dividends  received  in  respect  of
           securities sold short;
      7)   For payment  as  initial  or  variation  margin  in  connection with
           futures or options on futures contracts entered into by  the Fund on
           behalf of the Portfolio; and

      8)   For  delivery  to  a  Repo Custodian for the purpose of engaging  in
           repurchase  agreement  transactions,  which  delivery  may  be  made
           without contemporaneous  receipt  by  the  Custodian  of  assets  in
           exchange therefor, and upon which delivery to such Repo Custodian in
           accordance  with  Proper  Instructions  from the Fund on behalf of a


                                                                               6
<PAGE>

           Portfolio,  the  Custodian shall have no further  responsibility  or
           obligation to the Fund as a custodian for the Portfolio with respect
           to the securities so delivered (each such delivery, a "FREE TRADE"),
           provided that, in  preparing  reports of monies received or paid out
           of  the  Portfolio  or  of  assets  comprising  the  Portfolio,  the
           Custodian shall be entitled to rely upon  information  received from
           time  to  time  from the Repo Custodian and shall not be responsible
           for the accuracy or completeness of such information included in the
           Custodian's reports until such assets are received by the Custodian;
           and

      9)   For any other purpose,  but only upon receipt of Proper Instructions
           from the Fund 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.  The Custodian 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 the Custodian
may from time to time direct;  provided,  however,  that the  appointment of any
agent shall not relieve the  Custodian of its  responsibilities  or  liabilities
hereunder.  The  Underlying  Transfer  Agent  shall  not be  deemed  an agent or
subcustodian  of the  Custodian  for  purposes of this  Section 2.7 or any other
provision of this Agreement.

       Section  2.8  DEPOSIT  OF FUND  ASSETS IN U.S.  SECURITIES  SYSTEMS.  The
Custodian may deposit and/or maintain  securities owned by a Portfolio in a U.S.
Securities System in compliance with the conditions of Rule 17f-4 under the 1940
Act, as amended from time to time.

       Section 2.9  SEGREGATED  ACCOUNT.  The  Custodian  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 the  Custodian
pursuant to Section 2.8 hereof,  (i) 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 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 U.S. cash, U.S. Government securities, or other
U.S.  securities  in  connection  with swaps  arrangements  in  connection  with
transactions  by the  Portfolio,  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 from the Fund on behalf of the
applicable Portfolio.

     Section 2.10 OWNERSHIP  CERTIFICATES FOR TAX PURPOSES.  The Custodian shall
execute  ownership and other  certificates  and  affidavits  for all federal and


                                                                               7
<PAGE>

state tax purposes in connection  with receipt of income or other  payments with
respect to domestic  securities of each  Portfolio  held by it and in connection
with transfers of securities.

     Section 2.11  PROXIES.  The Custodian  shall,  with respect to the domestic
securities  held  hereunder,  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, the Custodian shall transmit promptly to the Fund
for each  Portfolio  all written  information  (including,  without  limitation,
pendency of calls and  maturities  of domestic  securities  and  expirations  of
rights in  connection  therewith and notices of exercise of call and put options
written  by the Fund on behalf of the  Portfolio  and the  maturity  of  futures
contracts  purchased or sold by the  Portfolio)  received by the Custodian  from
issuers of the securities  being held for the Portfolio.  With respect to tender
or exchange offers,  the Custodian shall transmit  promptly to the Portfolio all
written  information  received by the Custodian  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  tender  offer,  exchange  offer or any other  similar  transaction,  the
Portfolio  shall notify the Custodian at least three  business days prior to the
date on which the Custodian is to take such action.

     Section 2.13  DEPOSIT OF FUND ASSETS WITH THE  UNDERLYING  TRANSFER  AGENT.
Underlying Shares shall be deposited and/or maintained in an account or accounts
maintained  with the Underlying  Transfer Agent.  The Underlying  Transfer Agent
shall be deemed to be acting as if it is a "securities  depository" for purposes
of Rule 17f-4 under the 1940 Act.  The Fund  hereby  directs  the  Custodian  to
deposit and/or  maintain such  securities  with the Underlying  Transfer  Agent,
subject to the following provisions:

      1)   The  Custodian shall keep Underlying Shares owned by a Portfolio with
           the Underlying  Transfer  Agent  provided  that  such  securities are
           maintained in an account or accounts on the books and records  of the
           Underlying  Transfer  Agent in the name of the Custodian as custodian
           for the Portfolio.
      2)   The records of the Custodian with respect to Underlying Shares which
           are maintained with the  Underlying Transfer Agent shall identify by
           book-entry those Underlying Shares belonging to a Portfolio;

      3)   The Custodian shall pay for  Underlying  Shares  purchased  for  the
           account  of  a  Portfolio  upon  (i)  receipt  of  advice  from  the
           Portfolio's investment manager that such Underlying Shares have been
           purchased  and  will be transferred to the account of the Custodian,
           on  behalf of the  Portfolio,  on  the  books  and  records  of  the
           Underlying  Transfer  Agent,  and (ii) the making of an entry on the
           records of the Custodian to reflect  such  payment  and transfer for
           the   account   of   the  Portfolio.  The  Custodian  shall  receive
           confirmation from the  Underlying  Transfer Agent of the purchase of


                                                                               8
<PAGE>

           such  securities  and  the  transfer  of   such  securities  to  the
           Custodian's account with the Underlying Transfer  Agent  only  after
           such payment is made. The Custodian shall transfer Underlying Shares
           redeemed  for  the  account  of  a  Portfolio (i) upon receipt of an
           advice from the Portfolio's investment  manager that such securities
           have  been  redeemed and that payment for such  securities  will  be
           transferred to  the Custodian and (ii) the making of an entry on the
           records of the Custodian  to  reflect  such transfer and payment for
           the   account   of  the  Portfolio.  The  Custodian   will   receive
           confirmation from the Underlying Transfer Agent of the redemption of
           such securities and  payment therefor only after such securities are
           redeemed. Copies of all  advices  from  the  Portfolio's  investment
           manager of purchases and sales of Underlying Shares for the  account
           of the Portfolio shall identify the Portfolio, be maintained for the
           Portfolio  by  the  Custodian,  and  be  provided  to the investment
           manager at its request;

      4)   The  Custodian shall be not be liable to the Fund for  any  loss  or
           damage  to  the Fund resulting from maintenance of Underlying Shares
           with Underlying  Transfer Agent except for losses resulting directly
           from the negligence,  misfeasance  or misconduct of the Custodian or
           any of its agents or of any of its or their employees.

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 17 f-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.

                                                                               9
<PAGE>


"RULE L7F-T" means Rule 17f-7 promulgated under the 1940 Act.

      Section 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

       3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY  MANAGER.  The Fund,
by resolution adopted by its Board,  hereby delegates to the Custodian,  subject
to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2
with respect to Foreign Assets of the Portfolios held outside the United States,
and the Custodian 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 to this Agreement, which list of countries may be amended from time to time by
the 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 the Fund, on behalf of the Portfolios, of the
applicable account opening requirements for such country,  the  Foreign  Custody
Manager  shall  be  deemed  to have been delegated by the Board on behalf of the
Portfolios responsibility as  Foreign  Custody  Manager  with  respect  to  that
country and to have accepted such delegation. Execution of this Agreement by the
Fund  shall be deemed to be a Proper Instruction to open an account, or to place
or maintain  Foreign  Assets,  in each country listed on Schedule A in which the
Custodian has previously placed  or  currently maintains Foreign Assets pursuant
to the terms of the Agreement. Following  the  receipt  of  Proper  Instructions
directing  the Foreign Custody Manager to close the account of a Portfolio  with
the Eligible  Foreign  Custodian  selected  by  the Foreign Custody Manager in a
designated country, the delegation by the Board on  behalf  of the Portfolios to
the  Custodian as Foreign Custody Manager for that country shall  be  deemed  to
have been  withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager of the Portfolios with respect to that country.

The  Foreign   Custody   Manager   may  withdraw  its  acceptance  of  delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period  to which the parties agree in writing)
after  receipt  of any such notice by the Fund,  the  Custodian  shall  have  no
further responsibility  in  its  capacity as Foreign Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.


3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

      (a)    SELECTION  OF  ELIGIBLE   FOREIGN   CUSTODIANS.   Subject  to  the
provisions  of  this  Section  3.2, the Foreign Custody Manager may  place  and
maintain the Foreign Assets in the  care  of  the  Eligible  Foreign  Custodian


                                       10
<PAGE>

selected  by the Foreign Custody Manager in each country listed on Schedule  A,
as amended  from  time to time. In performing its delegated responsibilities as
Foreign Custody Manager  to  place  or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the  Foreign  Assets  will  be  held by that
Eligible  Foreign  Custodian,  after  considering  all factors relevant to  the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(l).

      (b)    CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS.  The  Foreign  Custody
Manager  shall  determine  that  the  contract  governing  the  foreign custody
arrangements  with  each  Eligible  Foreign  Custodian selected by the  Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

      (c)    MONITORING.  In each case in which  the  Foreign  Custody  Manager
maintains Foreign Assets with  an  Eligible  Foreign  Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall  establish  a system
to monitor (i) the appropriateness of maintaining the Foreign Assets with  such
Eligible  Foreign  Custodian  and  (ii)  the  contract  governing  the  custody
arrangements  established  by  the  Foreign  Custody  Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that the
custody arrangements with an Eligible Foreign Custodian  it has selected are no
longer  appropriate,  the  Foreign Custody Manager shall notify  the  Board  in
accordance with Section 3.2.5 hereunder.

       3.2.4 GUIDELINES FOR THE, EXERCISE OF DELEGATED  AUTHORITY.  For purposes
of  this  Section  3.2,  the  Board,  or at the  Board's  delegation,  a  Fund's
investment advisor, shall be deemed to have considered and determined to accept,
on  behalf  of the  Fund,  such  Country  Risk as is  incurred  by  placing  and
maintaining the Foreign Assets in each country for which the Custodian is sewing
as Foreign Custody Manager of the Portfolios.

       3.2.5  REPORTING  REQUIREMENTS.  The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign  Custodian and the
placement of such  Foreign  Assets with another  Eligible  Foreign  Custodian by
providing to the Board an amended  Schedule A at the end of the calendar quarter
in which an amendment to such Schedule has occurred. The Foreign Custody Manager
shall make written  reports  notifying the Board of any other material change in
the foreign custody arrangements of the Portfolios described in this Section 3.2
after the occurrence of the material change.

       3.2.6  STANDARD OF CARE AS FOREIGN  CUSTODY  MANAGER OF A  PORTFOLIO.  In
performing the  responsibilities  delegated to it, the Foreign  Custody  Manager
agrees to exercise  reasonable  care,  prudence and  diligence  such as a person
having  responsibility  for the  safekeeping of assets of management  investment
companies registered under the 1940 Act would exercise.

       3.2.7  REPRESENTATIONS  WITH RESPECT TO RULE 17F-5.  The Foreign  Custody
Manager  represents  to the Fund that it is a U.S.  Bank as  defined  in section
(a)(7) of Rule 17f-5.  The Fund  represents to the Custodian  that the Board has
determined  that it is  reasonable  for the  Board to rely on the  Custodian  to
perform  the  responsibilities  delegated  pursuant  to  this  Agreement  to the
Custodian as the Foreign Custody Manager of the Portfolios.

                                                                              11
<PAGE>

     3.2.8  EFFECTIVE DATE AND  TERMINATION OF THE CUSTODIAN AS FOREIGN  CUSTODY
MANAGER.  The Board's  delegation to the Custodian as Foreign Custody Manager of
the  Portfolios  shall be  effective  as of the date hereof and shall  remain in
effect until terminated at any time, without penalty, by written notice from the
terminating  party  to  the  non-terminating  party.   Termination  will  become
effective  thirty (30) days after receipt by the  non-terminating  party of such
notice.  The  provisions of Section 3.2.2 hereof shall govern the  delegation to
and  termination of the Custodian as Foreign  Custody  Manager of the Portfolios
with respect to designated countries.

   Section 3.3 ELIGIBLE SECURITIES DEPOSITORIES.

       3.3.1 ANALYSIS AND  MONITORING.  The Custodian shall (a) provide the Fund
(or its  duly-authorized  investment  manager  or  investment  advisor)  with an
analysis  of the  custody  risks  associated  with  maintaining  assets with the
Eligible  Securities  Depositories  set forth on Schedule B hereto in accordance
with  section  (a)(1)(i)(A)  of Rule  17f-7,  and (b)  monitor  such  risks on a
continuing  basis,  and  promptly  notify  the  Fund  (or  its   duly-authorized
investment manager or investment  advisor) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.

       3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care,
prudence and diligence in performing the duties set forth in Section 3.3.1.

Section 4. Duties Of The Custodian With Respect To Property Of The Portfolios
           Held Outside The United States


       Section  4.1  DEFINITIONS.   As  used  throughout  this  Agreement,   the
capitalized  terms set forth below shall have the indicated  meanings:  "FOREIGN
SECURITIES SYSTEM" means an Eligible Securities  Depository listed on Schedule B
hereto.

"FOREIGN SUB-CUSTODIAN" means a foreign banking institution serving as an
Eligible Foreign Custodian.

       Section 4.2 HOLDING SECURITIES. The Custodian shall identify on its books
as belonging to the Portfolios the foreign  securities held by each Foreign Sub-
Custodian  or  Foreign   Securities  System.  The  Custodian  may  hold  foreign
securities for all of its customers,  including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the  benefit of its  customers,  provided  however,  that (i) the records of the
Custodian  with  respect  to  foreign  securities  of the  Portfolios  which are
maintained in such account shall identify  those  securities as belonging to the
Portfolios  and (ii),  to the extent  permitted  and  customary in the market in
which the account is maintained,  the Custodian shall require that securities so
held by the Foreign  Sub-Custodian  be held  separately  from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

   Section 4.3.  FOREIGN  SECURITIES  SYSTEMS.  Foreign  securities   shall   be
maintained  in  a  Foreign  Securities  System  in  a designated country through
arrangements  implemented  by  the  Custodian  or  a Foreign  Sub-Custodian,  as
applicable, in such country.

                                                                              12
<PAGE>


   Section 4.4   TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

       4.4.1.  DELIVERY  OF  FOREIGN  SECURITIES.  The  Custodian  or a  Foreign
Sub-Custodian  shall release and deliver  foreign  securities of the  Portfolios
held by the Custodian or such Foreign Sub-Custodian,  or in a Foreign Securities
System  account,  only  upon  receipt  of  Proper  Instructions,  which  may  be
continuing  instructions when deemed appropriate by the parties, and only in the
following cases:

   (i)   upon  the  sale  of  such  foreign securities  for  the  Portfolio  in
         accordance with commercially reasonable market practice in the country
         where such foreign securities  are  held or traded, including, without
         limitation:  (A)  delivery  against  expectation  of  receiving  later
         payment;  or  (B) in the case of a sale  effected  through  a  Foreign
         Securities  System,   in  accordance  with  the  rules  governing  the
         operation of the Foreign Securities System;

   (ii)  in  connection  with  any  repurchase  agreement  related  to  foreign
         securities;

   (iii) to the depository agent  in  connection  with  tender or other similar
         offers for foreign securities of the Portfolios;

   (iv)  to  the issuer thereof or its agent when such foreign  securities  are
         called, redeemed, retired or otherwise become payable;

   (v)   to the issuer thereof, or its agent, for transfer into the name of the
         Custodian  (or  the name of the respective Foreign Sub-Custodian or of
         any nominee of the  Custodian  or  such  Foreign Sub-Custodian) or for
         exchange  for  a  different  number of bonds,  certificates  or  other
         evidence representing the same  aggregate  face  amount  or  number of
         units;

   (vi)  to brokers, clearing banks or other clearing agents for examination or
         trade execution in accordance with market custom; provided that in any
         such  case  the Foreign Sub-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 Foreign Sub-Custodian's own negligence or willful misconduct;

   (vii) 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;

   (viii)in  the  case  of  warrants, rights or similar foreign 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;

   (ix)  for  delivery as security in connection  with  any  borrowing  by  the
         Portfolios requiring a pledge of assets by the Portfolios;

                                                                              13
<PAGE>

   (x)   for delivery as initial or variation margin in connection with futures
         or options  on futures contracts entered into by the Fund on behalf of
         the Portfolio;

   (xi)  in connection with the lending of foreign securities; and

   (xii) for any other  purpose,  but  only upon receipt of Proper Instructions
         specifying the foreign securities  to  be  delivered  and  naming  the
         person or persons to whom delivery of such securities shall be made.

      4.4.2.  PAYMENT  OF PORTFOLIO MONIES. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out,  or  direct the respective Foreign Sub-Custodian or the
respective Foreign Securities System  to  pay  out, monies of a Portfolio in the
following cases only:

    (i)  upon  the purchase of foreign securities  for  the  Portfolio,  unless
         otherwise  directed by Proper Instructions, by (A) delivering money to
         the seller thereof  or  to  a  dealer  therefor  (or an agent for such
         seller or dealer) against expectation `of receiving  later delivery of
         such  foreign  securities;  or (B) in the case of a purchase  effected
         through a Foreign Securities  System,  in  accordance  with  the rules
         governing the operation of such Foreign Securities System;

    (ii) in  connection  with  the conversion, exchange or surrender of foreign
         securities of the Portfolio;

    (iii)for  the  payment  of any  expense  or  liability  of  the  Portfolio,
         including but not limited  to the following payments: interest, taxes,
         investment  advisory  fees, transfer  agency  fees,  fees  under  this
         Agreement, legal fees, accounting fees, and other operating expenses;

    (iv) for the purchase or sale  of  foreign  exchange  or  foreign  exchange
         contracts  for the Portfolio, including transactions executed with  or
         through the Custodian or its Foreign Sub-Custodians;

    (v)  for delivery as initial or variation margin in connection with futures
         or options on  futures contracts entered into by the Fund on behalf of
         the Portfolio;

    (vi) for payment of part  or  all  of  the dividends received in respect of
         securities sold short;

    (vii)in connection with the borrowing or lending of foreign securities; and

    (viii)For delivery to Repo Custodian, which  delivery  may  be made without
         contemporaneous  receipt  by  the  Custodian  of  assets  in  exchange
         therefor, and upon which delivery to such Repo Custodian in accordance
         with  Proper Instructions from the Fund on behalf of a Portfolio,  the
         Custodian  shall  have  no further responsibility or obligation to the
         Fund as a custodian for the Fund on behalf of a Portfolio with respect
         to the securities so delivered  (each  such delivery, a "FREE TRADE"),


                                                                              14
<PAGE>

         provided that, in preparing reports of monies  received or paid out of
         the  Portfolio  or of assets comprising the Portfolio,  the  Custodian
         shall be entitled  to rely upon information received from time to time
         from the Repo Custodian  and shall not be responsible for the accuracy
         or  completeness  of  such information  included  in  the  Custodian's
         reports until such assets are received by the Custodian; and

    (ix) for any other purpose,  but  only  upon receipt of Proper Instructions
         specifying the amount of such payment and naming the person or persons
         to whom such payment is to be made.

         4.4.3.  MARKET  CONDITIONS.  Notwithstanding   any  provision  of  this
Agreement  to the contrary, settlement and payment for Foreign  Assets  received
for the account  of the Portfolios and delivery of Foreign Assets maintained for
the account of the  Portfolios  may be effected in accordance with the customary
established securities trading or  processing  practices  and  procedures in the
country   or   market  in  which  the  transaction  occurs,  including,  without
limitation, delivering  Foreign  Assets  to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or  dealer)  with  the  expectation  of
receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody
and  settlement  practices in countries in which the Custodian employs a Foreign
Sub-Custodian described  on  Schedule C hereto at the time or times set forth on
such Schedule. The Custodian may revise

Schedule C from time to time, provided that no such revision shall result in the
Board  being  provided  with  substantively   less  information  than  had  been
previously provided hereunder.

         Section 4.5 REGISTRATION OF FOREIGN SECURITIES.  The foreign securities
maintained  in  the  custody  of a  Foreign  Sub-Custodian  (other  than  bearer
securities)  shall be registered in the name of the  applicable  Portfolio or in
the name of the Custodian or in the name of any Foreign  Sub-Custodian or in the
name of any nominee of the  foregoing,  and the Fund on behalf of such Portfolio
agrees  to hold any such  nominee  harmless  from any  liability  as a holder of
record of such foreign  securities.  The  Custodian  or a Foreign  Sub-Custodian
shall not be obligated to accept  securities on behalf of a Portfolio  under the
terms of this  Agreement  unless the form of such  securities  and the manner in
which they are delivered are in accordance with reasonable market practice.

       Section 4.6 BANK ACCOUNTS.  The Custodian  shall identify on its books as
belonging to the Fund cash  (including cash  denominated in foreign  currencies)
deposited  with the  Custodian.  Where the  Custodian is unable to maintain,  or
market practice does not facilitate the maintenance of, cash on the books of the
Custodian,  a bank  account  or bank  accounts  shall be opened  and  maintained
outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian.
All accounts referred to in this Section shall be subject only to draft or order
by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant
to the  terms of this  Agreement  to hold  cash  received  by or from or for the
account  of the  Portfolio.  Cash  maintained  on  the  books  of the  Custodian
(including its branches,  subsidiaries and  affiliates),  regardless of currency
denomination,  is maintained in bank accounts  established under, and subject to
the laws of, The Commonwealth of Massachusetts.

       Section 4.7.  COLLECTION OF INCOME.  The Custodian  shall use  reasonable
commercial  efforts to collect all income and other payments with respect to the
Foreign  Assets held  hereunder  to which the  Portfolios  shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the


                                                                              15
<PAGE>

event that extraordinary  measures are required to collect such income, the Fund
and the Custodian  shall consult as to such measures and as to the  compensation
and expenses of the Custodian relating to such measures.

         Section 4.8 SHAREHOLDER  RIGHTS. With respect to the foreign securities
held pursuant to this Section 4, the Custodian  will use  reasonable  commercial
efforts to  facilitate  the  exercise  of voting and other  shareholder  rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such  securities  are issued.  The Fund  acknowledges  that
local conditions,  including lack of regulation, onerous procedural obligations,
lack of notice and other  factors may have the effect of severely  limiting  the
ability of the Fund to exercise shareholder rights.

         Section  4.9.  COMMUNICATIONS  RELATING  TO  FOREIGN  SECURITIES,   The
Custodian shall transmit  promptly to the Fund written  information with respect
to  materials  received by the  Custodian  via the Foreign  Sub-Custodians  from
issuers of the foreign  securities  being held for the account of the Portfolios
(including,  without  limitation,  pendency of calls and  maturities  of foreign
securities and expirations of rights in connection  therewith).  With respect to
tender or exchange  offers,  the Custodian  shall transmit  promptly to the Fund
written  information with respect to materials so received by the Custodian from
issuers of the foreign securities whose tender or exchange is sought or from the
party (or its agents) making the tender or exchange  offer.  The Custodian shall
not be liable for any untimely  exercise of any tender,  exchange or other right
or power  in  connection  with  foreign  securities  or  other  property  of the
Portfolios  at any time held by it unless (i) the  Custodian  or the  respective
Foreign  Sub-Custodian  is in actual  possession  of such foreign  securities or
property and (ii) the Custodian receives Proper  Instructions with regard to the
exercise of any such right or power,  and both (i) and (ii) occur at least three
business  days  prior to the date on which the  Custodian  is to take  action to
exercise such right or power.

       Section  4.10.  LIABILITY  OF  FOREIGN  SUB-CUSTODIANS.   Each  agreement
pursuant to which the Custodian  employs a Foreign  Sub-Custodian  shall, to the
extent possible,  require the Foreign  Sub-Custodian to exercise reasonable care
in the  performance  of its duties,  and to indemnify,  and hold  harmless,  the
Custodian from and against any loss, damage,  cost, expense,  liability or claim
arising out of or in connection with the Foreign Sub-Custodian's  performance of
such obligations. At the Fund's election, the Portfolios shall be entitled to be
subrogated to the rights of the Custodian  with respect to any claims  against a
Foreign  Sub-Custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the  Portfolios  have not been made
whole for any such loss, damage, cost, expense, liability or claim.

       Section  4.11 TAX LAW.  The  Custodian  shall have no  responsibility  or
liability  for  any  obligations  now or  hereafter  imposed  on the  Fund,  the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of the
United States or of any state or political  subdivision thereof. It shall be the
responsibility of the Fund to notify the Custodian of the obligations imposed on
the Fund with  respect to the  Portfolios  or the  Custodian as custodian of the
Portfolios by the tax law of countries  other than those  mentioned in the above
sentence,  including responsibility for withholding and other taxes, assessments
or other governmental charges,  certifications and governmental  reporting.  The
sole responsibility of the Custodian with regard to such tax law shall be to use


                                                                              16
<PAGE>

reasonable efforts to assist the Fund with respect to any claim for exemption or
refund  under the tax law of  countries  for which  the Fund has  provided  such
information.

       Section 4.12.  LIABILITY OF CUSTODIAN.  The Custodian shall be liable for
the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth
with respect to  sub-custodians  generally in the Agreement  and,  regardless of
whether  assets are  maintained in the custody of a Foreign  Sub-Custodian  or a
Foreign  Securities  System,  the  Custodian  shall not be liable  for any loss,
damage,  cost,  expense,  liability  or claim  resulting  from  nationalization,
expropriation,  currency restrictions, or acts of war or terrorism, or any other
loss where the Sub-Custodian has otherwise acted with reasonable care.

       Section 5. LOAN SERVICING PROVISIONS

       Section 5.1 GENERAL. The following provisions shall apply with respect to
investments,  property  or  assets  in the  nature of  loans,  or  interests  or
participations in loans,  including without  limitation  interests in syndicated
bank loans and bank loan participations,  whether in the U.S. or utside the U.S.
(collectively, "Loans") entered into by the Fund on behalf of one or more of its
Portfolios (referred to in this Section 5 as the "Fund").

       Section 5.2 SAFEKEEPING.  Instruments,  certificates,  agreements  and/or
other  documents  which the Custodian may receive with respect to Loans,  if any
(collectively  "Financing  Documents"),  from time to time, shall be held by the
Custodian at its offices in Boston, Massachusetts.

       Section 5.3 DUTIES OF THE  CUSTODIAN.  The  Custodian  shall  accept such
Financing  Documents,  if any,  with  respect to Loans as may be delivered to it
from time to time by the Fund.  The  Custodian  shall be under no  obligation to
examine  the  contents  or  determine  the  sufficiency  of any  such  Financing
Documents or to provide any certification with respect thereto, whether received
by the Custodian as original documents,  photocopies, by facsimile or otherwise.
Without  limiting the  foregoing,  the Custodian is under no duty to examine any
such Financing Documents to determine whether necessary steps have been taken or
requirements  met with respect to the assignment or transfer of the related Loan
or applicable  interest or  participation  in such Loan. The Custodian  shall be
entitled  to  assume  the  genuineness,  sufficiency  and  completeness  of  any
Financing  Documents  received,  and the  genuineness  and due  authority of any
signature  appearing  on  such  documents.  Notwithstanding  any  term  of  this
Agreement to the contrary, with respect to any Loans, (i) the Custodian shall be
under  no  obligation  to  determine,  and  shall  have no  liability  for,  the
sufficiency of, or to require delivery of, any instrument, document or agreement
constituting,  evidencing or representing  such Loan, other than to receive such
Financing Documents, if any, as may be delivered or caused to be delivered to it
by the Fund (or its  investment  manager  acting on its  behalf),  (ii)  without
limiting the generality of the foregoing,  delivery of any such Loan  (including
without  limitation,  for  purposes  of  Section  2.6  above) may be made to the
Custodian by, and may be represented  solely by,  delivery to the Custodian of a
facsimile or photocopy of an assignment agreement (an "ASSIGNMENT AGREEMENT") or
a confirmation or certification from the Fund (or the investment manager) to the
effect that it has acquired such Loan and/or has received or will  receive,  and
will deliver to the Custodian,  appropriate  Financing  Documents  constituting,
evidencing  or  representing  such Loan  (such  confirmation  or  certification,
together with any Assignment Agreement,  collectively,  an "ASSIGNMENT AGREEMENT
OR  CONFIRMATION"),  in  any  case  without  delivery  of any  promissory  note,
participation certificate or similar instrument (collectively, an "INSTRUMENT"),
(iii) if an original  Instrument shall be or shall become available with respect
to any such Loan, it shall be the sole responsibility of the Fund (or the


                                                                              17
<PAGE>

investment  manager acting on its behalf) to make or cause  delivery  thereof to
the  Custodian,  and the  Custodian  shall be under no obligation at any time or
times to determine whether any such original  Instrument has been issued or made
available  with respect to such Loan,  and shall not be under any  obligation to
compel  compliance by the Fund to make or cause  delivery of such  Instrument to
the Custodian,  and (iv) any reference to Financing  Documents appearing in this
Section 5 shall be deemed to include,  without  limitation,  any such Instrument
and/or Assignment Agreement or Confirmation.

If payments with  respect  to  a  Loan  ("LOAN PAYMENT") are not received by the
Custodian  on  the  date on which they are due,  as  reflected  in  the  Payment
Schedule (as such term  is  defined  in Section 5.4 below) of the Loan ("PAYMENT
DATE"), or in the case of interest payments,  not received either on a scheduled
interest  payable  date,  as  reported to the Custodian  by  the  Fund  (or  the
investment manager acting on its  behalf)  for  the  Loan (the "INTEREST PAYABLE
DATE"), or in the amount of their accrued interest payable,  the Custodian shall
promptly, but in no event later than one business day after the  Payment Date or
the  Interest Payable Date, give telephonic notice to the party obligated  under
the Financing Documents to make such Loan Payment (the "OBLIGOR") of its failure
to make  timely  payment,  and  (2) if such payment is not received within three
business days of its due date, shall  notify the Fund (or the investment manager
on its behalf) of such Obligor's failure  to make the Loan Payment. In the event
the Custodian should receive a past due interest  or  other  Loan  Payment,  the
Custodian  shall  notify  the  Fund of such receipt. The Custodian shall have no
responsibility with respect to the  collection  of  Loan Payments which are past
due, other than the duty to notify the Obligor and the  Fund  (or the investment
manager acting on its behalf) as provided herein.

The  Custodian  shall have no responsibilities or duties whatsoever  under  this
Agreement, with respect  to  Loans  or  the Financing Documents, except for such
responsibilities  as  are  expressly  set forth  herein.  Without  limiting  the
generality of the foregoing, the Custodian  shall have no obligation to preserve
any  rights  against  prior parties or to exercise  any  right  or  perform  any
obligation in connection  with  the Loans or any Financing Documents (including,
without limitation, no obligation  to  take  any  action  in  respect of or upon
receipt  of  any  consent  solicitation,  notice  of  default or similar  notice
received  from  any  bank  agent  or  Obligor, except that the  Custodian  shall
undertake reasonable efforts to forward  any  such  notice  to  the  Fund or the
investment manager acting on its behalf). In case any question arises  as to its
duties hereunder, the Custodian may request instructions from the Fund and shall
be  entitled  at  all  times  to  refrain  from  taking any action unless it has
received Proper Instructions from the Fund or the  investment  manager  and  the
Custodian  shall  in  all  events have no liability, risk or cost for any action
taken, with respect to a Loan,  pursuant  to  and  in compliance with the Proper
Instructions of such parties.

The  Custodian  shall  be  only responsible and accountable  for  Loan  Payments
actually received by it and  identified  as for the account of the Fund; any and
all credits and payments credited to the Fund,  with  respect to Loans, shall be
conditional upon clearance and actual receipt by the Custodian  of final payment
thereon.

The  Custodian  shall promptly, upon the Fund's request, release to  the  Fund's
investment manager  or to any party as the Fund or the Fund's investment manager
may specify, any Financing  Documents  being held on behalf of the Fund. Without
limiting the foregoing, the Custodian shall  not be deemed to have or be charged
with knowledge of the sale of any Loan, unless and except to the extent it shall
have received written notice and instruction from  the  Fund  (or the investment
manager acting on its behalf) with respect thereto, and except  to the extent it
shall have received the sale proceeds thereof.

                                                                              18
<PAGE>

In no event shall the Custodian be under any obligation or liability to make any
advance of its own funds with respect to any Loan.

       Section 5.4 RESPONSIBILITY OF THE FUND. With respect to each Loan held by
the Custodian hereunder in accordance with the provisions hereof, the Fund shall
(a) cause the Financing  Documents  evidencing  such Loan to be delivered to the
Custodian; (b) include with such Financing Documents an amortization schedule of
payments  (the  "PAYMENT  SCHEDULE")  identifying  the  amount  and due dates of
scheduled principal  payments,  the Interest Payable Date(s) and related payment
amount information,  and such other information with respect to the related Loan
and  Financing  Documents as the  Custodian  reasonably  may require in order to
perform its services hereunder (collectively,  "LOAN INFORMATION"), in such form
and format as the  Custodian  reasonably  may  require;  (c) take,  or cause the
investment  manager to take, all actions necessary to acquire good title to such
Loan (or the  participation  in such  Loan,  as the case may be),  as and to the
extent  intended to be acquired;  and (d) cause the Custodian to be named as its
nominee for payment purposes under the Financing  Documents or otherwise provide
for the direct payment of the Payments to the Custodian.  The Custodian shall be
entitled  to rely upon the Loan  Information  provided to it by the Fund (or the
investment  manager acting on its behalf)  without any obligation on the part of
the  Custodian  independently  to verify,  investigate,  recalculate,  update or
otherwise confirm the accuracy or completeness  thereof; and the Custodian shall
have no liability  for any delay or failure on the part of the Fund in providing
necessary Loan  Information to the Custodian,  or for any inaccuracy  therein or
incompleteness  thereof.  With respect to each such Loan, the Custodian shall be
entitled to rely on any information and notices it may receive from time to time
from the  related  bank  agent,  Obligor  or similar  party with  respect to the
related  Loan,  and shall be entitled to update its records on the basis of such
information   or  notices   received,   without  any   obligation  on  its  part
independently to verify, investigate or recalculate such information.

      Section 5.5  INSTRUCTIONS;  AUTHORITY  TO  ACT.  The  certificate  of  the
Secretary or an Assistant Secretary of the Fund, identifying certain individuals
to  be  officers  of  the  Fund  or  employees  of the Fund's investment manager
authorized  to  sign  any such instructions, may be  received  and  accepted  as
conclusive evidence of  the  incumbency  and authority of such to act and may be
considered by the Custodian to be in full  force  and  effect  until it receives
written notice to the contrary from the Secretary or Assistant Secretary  of the
Fund's  Board.  Notwithstanding  any  other  provision  of  this  Agreement, the
Custodian shall have no responsibility to ensure that any investment by the Fund
with respect to Loans has been authorized.

       Section 5.6 ATTACHMENT. In case any portion of the Loans or the Financing
Documents shall be attached or levied upon pursuant to an order of court, or the
delivery  or  disbursement  thereof  shall be stayed or  enjoined by an order of
court,  or any other  order,  judgment or decree shall be made or entered by any
court  affecting the property of the Fund or any act of the  Custodian  relating
thereto,  the Custodian is hereby expressly authorized in its sole discretion to
obey and  comply  with all  orders,  judgments  or decrees so entered or issued,
without the necessity of inquire  whether such court had  jurisdiction,  and, in
case the Custodian obeys or complies with any such order, judgment or decree, it
shall not be liable to anyone by reason of such compliance.

Section 6. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES



                                                                              19
<PAGE>

The Custodian  shall  receive  from  the  distributor for the Shares or from the
Transfer Agent and deposit into the account  of  the  appropriate Portfolio such
payments as are received for Shares thereof issued or sold  from time to time by
the Fund. The Custodian will provide timely notification to the  Fund  on behalf
of  each  such Portfolio and the Transfer Agent of any receipt by it of payments
for Shares of such Portfolio.

From such funds  as  may be available for the purpose, the Custodian shall, upon
receipt of instructions  from  the  Transfer  Agent,  make  funds  available for
payment to holders of Shares who have delivered to the Transfer Agent  a request
for  redemption or repurchase of their Shares. In connection with the redemption
or  repurchase   of   Shares,  the  Custodian  is  authorized  upon  receipt  of
instructions from the Transfer  Agent  to  wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which cheeks have been  furnished  by  the  Fund  to  the
holder  of  Shares,  when  presented  to  the  Custodian in accordance with such
procedures and controls as are mutually agreed upon  from  time  to time between
the Fund and the Custodian.


Section 7. PROPER INSTRUCTIONS

Proper Instructions, which may also be standing instructions, as used throughout
this  Agreement,  shall  mean  instructions received by the Custodian  from  any
person duly authorized by the Fund  or its investment adviser. Such instructions
may be in writing signed by the authorized  person  or  persons  or  may be in a
communication utilizing access codes or a tested communication effected  between
electro-mechanical  or  electronic  devices,  or  may be by such other means and
utilizing such intermediary systems and utilities as  may be agreed to from time
to  time  by  the Custodian and the person or entity giving  such  instructions,
provided that the  Fund has followed any security procedures agreed to from time
to time by the Fund  and  the  Custodian,  including,  but  not  limited to, the
security procedures selected by the Fund in the Funds Transfer Addendum  to this
Agreement.  Oral  instructions  will  be  considered  Proper Instructions if the
Custodian reasonably believes them to have been given by  a person authorized to
give such instructions with respect to the transaction involved.  The Fund shall
cause  all  oral instructions to be confirmed in writing. For purposes  of  this
Section,  Proper   Instructions  shall  include  instructions  received  by  the
Custodian pursuant to  any  multi-party  agreement  which  requires a segregated
asset account in accordance with Section 2.9 of this Agreement.  The Fund or the
Fund's investment manager shall cause its duly authorized officer  to certify to
the Custodian in writing the names and specimen signatures of persons authorized
to  give Proper Instructions. The Custodian shall be entitled to rely  upon  the
authority  of  such  persons  until  it  receives  notice  from  the Fund to the
contrary.

Section 8. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from  the Fund on
behalf of each applicable Portfolio:

      1)    make  payments  to  itself or others for minor expenses of handling
            securities or other similar items relating to its duties under this
            Agreement, provided that  all  such payments shall be accounted for
            to the Fund on behalf of the Portfolio;

                                                                              20
<PAGE>

      2)    surrender securities in temporary form for securities in definitive
            form;

      3)    endorse  for  collection, in the name  of  the  Portfolio,  checks,
            drafts and other negotiable instruments; and

      4)    in general, attend  to  all non-discretionary details in connection
            with the sale, exchange, substitution, purchase, transfer and other
            dealings with the securities  and  property of the Portfolio except
            as otherwise directed by the Board.

Section 9.   EVIDENCE OF AUTHORITY


The  Custodian  shall  be  protected in acting upon  any  instructions,  notice,
request, consent, certificate  or other instrument or paper believed by it to be
genuine and to have been properly  executed  by  or  on  behalf of the Fund. The
Custodian  may  receive  and  accept  a  copy of a resolution certified  by  the
Secretary  or an Assistant Secretary of the  Fund  ("Certified  Resolution")  as
conclusive evidence (a) of the authority of any person to act in accordance with
such resolution  or  (b)  of  any determination or of any action by the Board as
described in such resolution, and  such  resolution may be considered as in full
force  and  effect  until receipt by the Custodian  of  written  notice  to  the
contrary.

Section 10. RECORDS


      (a)    The Custodian  shall  with  respect  to  each Portfolio create and
maintain  all  records  relating to its activities and obligations  under  this
Agreement in such manner  as  will  meet  the obligations of the Fund under the
1940 Act, with particular attention to Section  31 thereof and Rules 31 a-1 and
31a-2 thereunder. All such records shall be the property  of the Fund and shall
at  all times during the regular business hours of the Custodian  be  open  for
inspection  by  duly  authorized  officers, employees or agents of the Fund and
employees and agents of the SEC. The  Custodian  shall,  at the Fund's request,
supply  the  Fund with a tabulation of securities owned by each  Portfolio  and
held by the Custodian  and  shall,  when requested to do so by the Fund and for
such compensation as shall be agreed  upon  between the Fund and the Custodian,
include certificate numbers in such tabulations.

      (b)    For  a period of seven (7) years  following  termination  of  this
Agreement or, if earlier,  until  the  delivery to the Fund or its agent (which
includes a Successor Custodian) of Portfolio  Information  (as  defined  below)
from  the  preceding  five  (5)  years  in  a  reasonably  searchable  paper or
electronic  format  to be agreed upon by the parties acting in good faith,  the
Custodian shall maintain  and,  upon  request  of  the  Fund and subject to the
payment of compensation to the Custodian as provided below,  make  available to
the  Fund,  its  representatives or agents, such Portfolio Information  as  may
reasonably be required  in  order  for  the  Fund  or  its  agents (but not the
Custodian)  to  determine  whether  the Fund may be entitled to participate  in
certain class action securities litigation  or other legal proceedings. As used
in  this  subsection  (b),  the  term  "PORTFOLIO   INFORMATION"  shall  mean  a
Portfolio's  portfolio holdings  information that is maintained by the Custodian
pursuant  to Section  10(a).  The  Custodian  shall be  entitled  to  reasonable
compensation  for any services  provided and any  additional  expenses  incurred
under this Section 10(b).


                                                                              21
<PAGE>

Section 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT


The Custodian shall take all reasonable action, as the  Fund  on  behalf of each
applicable Portfolio may from time to time request, to obtain from  year to year
favorable opinions from the Fund's
independent  accountants  with respect to its activities hereunder in connection
with the preparation of the  Fund's  Form  N-1 A, and Form N-SAR or other annual
reports to the SEC and with respect to any other requirements thereof.

Section 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the Fund, on behalf  of  each  of  the Portfolios at
such  times  as  the  Fund  may  reasonably require, with reports by independent
public accountants on the accounting  system,  internal  accounting  control and
procedures for safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a U.S. Securities
System or a Foreign Securities System (either, a "Securities System"),  relating
to  the  services  provided by the Custodian under this Agreement; such reports,
shall be of sufficient  scope  and  in  sufficient  detail, as may reasonably be
required  by  the  Fund  to  provide  reasonable  assurance  that  any  material
inadequacies would be disclosed by such examination,  and,  if there are no such
inadequacies, the reports shall so state.


Section 13. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for  its services and
expenses as Custodian, as agreed upon in writing from time to time  between  the
Fund on behalf of each applicable Portfolio and the Custodian.

Section 14. RESPONSIBILITY OF CUSTODIAN

So  long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and shall be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to  be  signed  by  the  proper  party  or  parties,  including  any futures
commission  merchant  acting  pursuant to the terms of a three-party futures  or
options agreement. The Custodian  shall  be  held  to the exercise of reasonable
care in carrying out the provisions of this Agreement,  but shall be indemnified
by and shall be without liability to the Fund for any action taken or omitted by
it  in good faith without negligence, including, without limitation,  acting  in
accordance  with any Proper Instruction. It shall be entitled to rely on and may
act upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without  liability  for any action reasonably taken or omitted pursuant
to such advice. Except to the extent arising from the Custodian's own negligence
or  willful  misconduct  or the negligence  or  willful  misconduct  of  a  Sub-
Custodian, however, the Custodian shall be without liability to the Fund and the
Portfolios for any loss, liability, claim or expense resulting from or caused by
anything which is part of  Country  Risk  (as  defined  in  Section  3  hereof),
including    without   limitation   nationalization,   expropriation,   currency
restrictions, or acts of war, revolution, riots or terrorism.

                                                                              22
<PAGE>

Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence  or willful misconduct of a sub-custodian or agent, the Custodian
shall be without liability to the Fund for any loss, liability, claim or expense
resulting from or  caused  by; (i) events or circumstances beyond the reasonable
control of the Custodian or  any sub-custodian or Securities System or any agent
or  nominee  of  any  of  the  foregoing,  including,  without  limitation,  the
interruption, suspension or restriction  of  trading  on  or  the closure of any
securities  market,  power  or  other  mechanical  or technological failures  or
interruptions, computer viruses or communications disruptions,  work  stoppages,
natural disasters, or other similar events or acts; (ii) errors by the  Fund  or
its   duly-authorized   investment   manager  or  investment  advisor  in  their
instructions to the Custodian provided such instructions have been in accordance
with  this  Agreement;  (iii) the insolvency  of  or  acts  or  omissions  by  a
Securities  System;  (iv)  any   delay  or  failure  of  any  broker,  agent  or
intermediary, central bank or other  commercially  prevalent payment or clearing
system to deliver to the Custodian's sub-custodian or agent securities purchased
or in the remittance or payment made in connection with securities sold; (v) any
delay  or  failure  of  any company, corporation, or other  body  in  charge  of
registering or transferring  securities  in the name of the Custodian, the Fund,
the Custodian's sub-custodians, nominees or  agents  or any consequential losses
arising out of such delay or failure to transfer such  securities including non-
receipt of bonus, dividends and rights and other accretions  or  benefits;  (vi)
delays  or  inability  to  perform  its  duties  due  to  any disorder in market
infrastructure with respect to any particular security or Securities System; and
(vii) any provision of any present or future law or regulation  or  order of the
United  States  of  America,  or  any  state  thereof, or any other country,  or
political subdivision thereof or of any court of competent jurisdiction.

The  Custodian  shall  be liable for the acts or omissions  of  a  Foreign  Sub-
Custodian (as defined in  Section 4 hereof) to the same extent as set forth with
respect to sub-custodians generally in this Agreement.

If the Fund on behalf of a  Portfolio  requires the Custodian to take any action
with respect to securities, which action  involves the payment of money or which
action may, in the opinion of the Custodian,  result  in  the  Custodian  or its
nominee  assigned  to the Fund or the Portfolio being liable for the payment  of
money or incurring liability  of  some  other  form,  the  Fund on behalf of the
Portfolio,  as  a prerequisite to requiring the Custodian to take  such  action,
shall provide indemnity  to  the Custodian in an amount and form satisfactory to
it.

If the Fund requires the Custodian,  its  affiliates, subsidiaries or agents, to
advance  cash  or  securities for any purpose  (including  but  not  limited  to
securities settlements, foreign exchange contracts and assumed settlement) or in
the event that the Custodian  or  its  nominee  shall  incur  or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in  connection with
the  performance  of  this Agreement, except such as may arise from its  or  its
nominee's own negligent  action, negligent failure to act or willful misconduct,
any property at any time held  for the account of the applicable Portfolio shall
be security therefor and should  the  Fund fail to repay the Custodian promptly,
the Custodian shall be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain reimbursement.

In no event shall the Custodian be liable for indirect, special or consequential
damages.

                                                                              23
<PAGE>

Section 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT


This Agreement shall become effective as of its execution and shall continue for
a term of one (1) year, subject to up to two (2) automatic one (1) year renewals
(collectively, the "INITIAL TERM"), unless  either  party  gives  prior  written
notice  to  the other of its intent not to renew; provided, however, that either
party may terminate  this  Agreement  without penalty upon sixty (60) days prior
written notice for cause. This Agreement  may  be  amended at any time by mutual
agreement of the parties hereto and after the Initial Term, this Agreement shall
continue in full force and effect until terminated by either party by delivering
written notice the other party in accordance with Section  22,  such termination
to take effect not sooner than sixty (60) days after the date of  such  delivery
or  mailing; provided, however, that the Fund shall not amend or terminate  this
Agreement  in  contravention  of any applicable federal or state regulations, or
any provision of the Fund's Declaration  of Trust, Articles of Incorporation and
By-laws, Partnership or Limited Liability  Company  Agreement or other governing
documents, as applicable, ("GOVERNING DOCUMENTS") and further provided, that the
Fund on behalf of one or more of the Portfolios may at any time by action of its
Board (i) substitute another bank or trust company for  the  Custodian by giving
notice as described above to the Custodian, or (ii) immediately  terminate  this
Agreement  in  the event of the appointment of a conservator or receiver for the
Custodian by the  Comptroller  of  the  Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.

Upon  termination  of  the Agreement, the Fund  on  behalf  of  each  applicable
Portfolio shall pay to the  Custodian  such compensation as may be due as of the
date of such termination and shall likewise  reimburse  the  Custodian  for  its
reasonable costs, expenses and disbursements.

Section 16. SUCCESSOR CUSTODIAN


If  a  successor  custodian for one or more Portfolios shall be appointed by the
Board,  the  Custodian  shall,  upon  termination,  deliver  to  such  successor
custodian at the  office  of  the  Custodian,  duly endorsed and in the form for
transfer, all securities of each applicable Portfolio  then held by it hereunder
and  shall  transfer  to  an  account  of  the successor custodian  all  of  the
securities  of  each  such  Portfolio held in a  Securities  System  or  at  the
Underlying Transfer Agent.

If no such successor custodian  shall be appointed, the Custodian shall, in like
manner, upon receipt of a Certified  Resolution,  deliver  at  the office of the
Custodian and transfer such securities, funds and other properties in accordance
with such resolution.

In  the  event  that  no  written  order  designating  a successor custodian  or
Certified Resolution shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of
its own selection, having an aggregate capital, surplus,  and undivided profits,
as  shown  by  its  last  published  report,  of not less than $25,000,000,  all
securities, funds and other properties held by  the  Custodian on behalf of each
applicable Portfolio and all instruments held by the Custodian  relative thereto
and  all  other  property  held  by  it under this Agreement on behalf  of  each
applicable Portfolio, and to transfer  to an account of such successor custodian


                                                                              24
<PAGE>

all of the securities of each such Portfolio held in any Securities System or at
the Underlying Transfer Agent. Thereafter,  such  bank or trust company shall be
the successor of the Custodian under this Agreement.

In  the  event  that  securities,  funds  and  other properties  remain  in  the
possession  of  the  Custodian  after the date of termination  hereof  owing  to
failure of the Fund to procure the  Certified  Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian shall remain in full force and effect.

Section 17. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Agreement,  the  Custodian and the Fund
on  behalf  of  each  of  the Portfolios, may from time to time  agree  on  such
provisions interpretive of or in addition to the provisions of this Agreement as
may  in their joint opinion  be  consistent  with  the  general  tenor  of  this
Agreement.  Any such interpretive or additional provisions shall be in a writing
signed by both  parties  and  shall  be  annexed  hereto,  provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state  regulations  or  any  provision  of  the  Fund's Governing Documents.  No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.

Section 18. ADDITIONAL FUNDS

In the event that any registered investment company  in addition to those listed
on Appendix A hereto desires to have the Custodian render  services as custodian
under the teems hereof, it shall so notify the Custodian in  writing, and if the
Custodian agrees in writing to provide such services, such registered investment
company shall become a Fund hereunder and be bound by all terms  and  conditions
and provisions of this Agreement.

Section 19. ADDITIONAL PORTFOLIOS

In the event that any Fund establishes one or more series of Shares in  addition
to  those  listed  on  the Appendix attached to this Agreement, with respect  to
which it desires to have  the  Custodian  render services as custodian under the
terms hereof, it shall so notify the Custodian  in  writing  and transmit to the
Custodian  a  revised  Appendix  A,  and if the Custodian agrees in  writing  to
provide such services, such series of Shares shall become a Portfolio hereunder.

Section 20. MASSACHUSETTS LAW TO APPLY

This Agreement shall be construed and  the  provisions thereof interpreted under
and in accordance with laws of The Commonwealth of Massachusetts.

Section 21. PRIOR AGREEMENTS


                                                                              25
<PAGE>

This Agreement supersedes and terminates, as  of  the  date  hereof,  all  prior
Agreements  between  the  Fund  on  behalf  of  each  of  the Portfolios and the
Custodian relating to the custody of the Fund's assets.

Section 22. NOTICES.

Any notice, instruction or other instrument required to be  given  hereunder may
be delivered in person to the offices of the parties as set forth herein  during
normal business hours or delivered prepaid registered mail or by telex, cable or
telecopy  to  the parties at the following addresses or such other addresses  as
may be notified by any party from time to time.




To the Fund:           Columbia Management Advisors, Inc.
                       245 Summer Street, 3rd Floor
                       Boston, Massachusetts 022101
                       Attention: Michael Clarke
                       Telephone: 617-585-4130
                       Facsimile: 617-585-4065

To the Custodian:      STATE STREET BANK AND TRUST COMPANY
                       Two Avenue de Lafayette, LCC/4S
                       Boston, Massachusetts 02111
                       Attention: Edward J. McKenzie, Vice President
                       Telephone: 617-662-4100
                       Facsimile: 617-662-4313

Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
posting, in the  case of cable twenty-four hours after dispatch and, in the case
of telex, immediately on dispatch and if delivered outside normal business hours
it shall be deemed  to  have  been received at the next time after delivery when
normal business hours commence  and  in  the case of cable, telex or telecopy on
the  business  day  after the receipt thereof.  Evidence  that  the  notice  was
properly addressed, stamped  and  put into the post shall be conclusive evidence
of posting.

Section 23. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, addenda,  exhibits, attachments and amendments
hereto  may be reproduced by any photographic,  photostatic,  microfilm,  micro-
card, miniature  photographic  or  other  similar  process.  The  parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original  is  in  existence and whether or not such reproduction was made  by  a
party in the regular  course of business, and that any enlargement, facsimile or
further reproduction of  such  reproduction  shall  likewise  be  admissible  in
evidence.


                                                                              26
<PAGE>

Section 24. THE PARTIES

All  references  herein  to  the "Fund" are to each of the management investment
companies listed on Appendix A  hereto,  and  each management investment company
made  subject  to  this  Agreement  in  accordance  with   Section   18   above,
individually,  as  if  this  Agreement were between such individual Fund and the
Custodian. In the case of a series  corporation,  trust  or  other  entity,  all
references  herein  to the "Portfolio" are to the individual series or portfolio
of such corporation,  trust  or  other  entity, or to such corporation, trust or
other entity on behalf of the individual  series  or  portfolio, as appropriate,
made  subject  to  this  Agreement  in  accordance with Section  19  above.  Any
reference in this Agreement to "the parties"  shall  mean the Custodian and such
other individual Fund as to which the matter pertains.

On  behalf  of  each Fund that is organized as a Massachusetts  business  trust,
notice is hereby  given that a copy of the Agreement and Declaration of Trust of
the  Fund is on file  with  the  Secretary  of  State  of  The  Commonwealth  of
Massachusetts, and that this Agreement is executed by an officer of the Fund, as
an officer  and  not  individually,  on  behalf  of the trustees of the Fund, as
trustees and not individually, and that the obligations  of  this Agreement with
respect to the Fund shall be binding upon the assets and properties  of the Fund
only  and  shall  not  be binding upon any of the Trustees, officers, employees,
agents or shareholders of the Fund or the Trust individually.

Section 25. REPRESENTATIONS AND WARRANTIES OF EACH FUND

Each Fund hereby represents  and  warrants  that:  (a)  it is duly incorporated,
formed or organized and is validly existing in good standing in its jurisdiction
of incorporation, formation or organization; (b) it has the  requisite power and
authority  under applicable law and its Governing Documents to  enter  into  and
perform this  Agreement;  (c)  all  requisite  proceedings  have  been  taken to
authorize  it  to  enter  into  and  perform  this Agreement; (d) this Agreement
constitutes  its  legal,  valid,  binding  and enforceable  agreement;  (e)  its
entrance into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation  of  the  Fund  or  any  law  or
regulation  applicable  to  it,  and  (f) it is an investment company registered
under the 1940 Act, as amended and will  continue  to be a registered investment
company under the 1940 Act for the term of this Agreement.

Section 26. REMOTE ACCESS SERVICES ADDENDUM

The Custodian and the Fund agree to be bound by the  terms  of the Remote Access
Services Addendum attached hereto.

Section 27. COUNTERPARTS

This  Agreement  may  be  executed  in  any number of counterparts  and  by  the
different parties hereto on separate counterparts,  each of which, when executed
and delivered, shall constitute an original, and all  such counterparts together
shall constitute one and the same instrument.


                                       27
<PAGE>

Section 28. CONFIDENTIALITY

The  parties hereto agree that each shall treat confidentially  all  information
provided by each party to the other party regarding its business and operations.
All confidential  information  provided  by  a party hereto shall be used by any
other party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying  out  this Agreement, shall
not  be disclosed to any third party without the prior written  consent  of  the
party providing the information. In addition, during the term of this Agreement,
the Custodian  will  maintain  policies  reasonably  designed  to  prohibit  the
Custodian  and  its  employees from engaging in securities transactions based on
knowledge of the Fund's portfolio holdings.

The foregoing shall not  be  applicable  to any information that is (i) publicly
available when provided or thereafter becomes  publicly  available,  other  than
through  a  breach  of  this  Agreement, or that is independently derived by any
party hereto without the use of  any  information  provided  by  the other party
hereto in connection with this Agreement, (ii) aggregated, without  reference to
such  Fund,  in  whole  or  in  part,  with  other  client  information  for the
Custodian's own marketing, reporting or other purposes, or (iii) required in any
legal  or  regulatory  proceeding,  investigation, audit, examination, subpoena,
civil investigative demand or other similar  process,  or by operation of law or
regulation.

Section 29. PROVISIONS SURVIVING TERMINATION

The provisions of Sections 4.11, 4.12, 10, 14, 15, 16, 20,  26  and  28  of this
Agreement shall survive termination of this Agreement for any reason.

Section 30. SHAREHOLDER COMMUNICATIONS ELECTION

SEC  Rule  14b-2  of  Regulation 14A under the Exchange Act requires banks which
hold securities for the  account  of customers to respond to requests by issuers
of securities for the names, addresses  and  holdings  of  beneficial  owners of
securities  of  that  issuer  held  by  the bank unless the beneficial owner has
expressly objected to disclosure of this  information.  In  order to comply with
the  rule,  the Custodian needs the Fund to indicate whether it  authorizes  the
Custodian to  provide the Fund's name, address, and share position to requesting
companies whose  securities the Fund owns. If the Fund tells the Custodian "no",
the Custodian will  not provide this information to requesting companies. If the
Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required  by the rule to treat the Fund as consenting to disclosure
of this information for  all  securities  owned  by  the  Fund  or  any funds or
accounts established by the Fund. For the Fund's protection, the Rule  prohibits
the  requesting  company  from using the Fund's name and address for any purpose
other than corporate communications.  Please  indicate  below  whether  the Fund
consents or objects by checking one of the alternatives below.

YES [ ]     The Custodian is authorized to release the Fund's name, address, and
share positions.

NO [ X ]    The Custodian is not authorized to release the Fund's name, address,
and share positions.


                                                                              28
<PAGE>




2


<PAGE>


IN  WITNESS  WHEREOF,  each  of  the  parties  has  caused this instrument to be
executed in its name and behalf by its duly authorized  representative  and  its
seal to be hereunder affixed as of the date first written above.

Each Of The Entities Set Forth On            Fund Signature Attested To By:
The APPENDIX A Attached Hereto

By: /S/ J. Kevin Connaughton                 By: /S/ Lucy L. Greene
    ------------------------                     ------------------

Name: J. Kevin Connaughton                   Name: Lucy L. Greene
      --------------------                         --------------

Title: Treasurer Funds                       Title: Analyst
       ---------------                              -------





State Street Bank And Trust Company  Signature Attested To By:



By: /S/ Joseph L. Hooley                     By: /S/ Veronica Greenbauh
    --------------------                         ----------------------

Name: Joseph L. Hooley                       Name: Veronica Greenbauh
      ----------------                             ------------------

Title: Executive Vice President              Title: Vice President
       ------------------------                     --------------


(Notary Stamp)


<PAGE>





                                   APPENDIX A



LIBERTY ALL-STAR EQUITY FUND

LIBERTY ALL-STAR GROWTH FUND, INC.
LIBERTY ALL-STAR MID-CAP FUND
</TEXT>
</DOCUMENT>
