<DOCUMENT>
<TYPE>EX-99.(J)(1)
<SEQUENCE>9
<FILENAME>b52674a1exv99wxjyx1y.txt
<DESCRIPTION>EX-99.(J)(1) MASTER CUSTODIAN AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT (j)(1)

                   EATON VANCE ENHANCED EQUITY INCOME FUND II




                                                December 20, 2004



Eaton Vance Enhanced  Equity Income Fund II hereby adopts and agrees to become a
party to the attached Custodian Agreement as amended and extended with Investors
Bank & Trust Company.


                                      EATON VANCE ENHANCED EQUITY INCOME FUND II


                                      By:  /s/ Duncan W. Richardson
                                           ------------------------------------
                                           Duncan W. Richardson
                                           President, and not Individually



Accepted and agreed to:

INVESTORS BANK & TRUST COMPANY


By:  /s/ Andrew M. Nesvet
     ----------------------------------
     Andrew M. Nesvet
     Managing Director

<PAGE>







                           MASTER CUSTODIAN AGREEMENT

                                     between

                           EATON VANCE GROUP OF FUNDS

                                       and

                         INVESTORS BANK & TRUST COMPANY

                                TABLE OF CONTENTS



1.   Definitions............................................................1-2

2.   Employment of Custodian and Property to be held by it..................2-3

3.   Duties of the Custodian with Respect to Property of the Fund.............3

     A.  Safekeeping and Holding of Property..................................3
     B.  Delivery of Securities.............................................3-6
     C.  Registration of Securities...........................................6
     D.  Bank Accounts........................................................6
     E.  Payments for Shares of the Fund....................................6-7
     F.  Investment and Availability of Federal Funds.........................7
     G.  Collections........................................................7-8
     H.  Payment of Fund Moneys.............................................8-9
     I.  Liability for Payment in Advance of Receipt of
         Securities Purchased.................................................9
     J.  Payments for Repurchases of Redemptions of Shares
         of the Fund.......................................................9-10
     K.  Appointment of Agents by the Custodian..............................10
     L.  Deposit of Fund Portfolio Securities in Securities Systems.......10-12
     M.  Deposit of Fund Commercial Paper in an Approved Book-Entry
           System for Commercial Paper....................................12-13
     N.  Segregated Account..................................................14
     O.  Ownership Certificates for Tax Purposes.............................14
     P.  Proxies.............................................................14
     Q.  Communications Relating to Fund Portfolio Securities................14
     R.  Exercise of Rights;  Tender Offers..................................15


                                       -i-
<PAGE>
     S.  Depository Receipts.................................................15
     T.  Interest Bearing Call or Time Deposits...........................15-16
     U.  Options, Futures Contracts and Foreign Currency Transactions.....16-17
     V.  Actions Permitted Without Express Authority.........................17
     W.  Advances by the Bank................................................18

 4.  Duties of Bank with Respect to Books of Account and Calucations
     of Net Asset Value......................................................18

 5.  Records and Miscellaneous Duties.....................................18-19

 6.  Opinion of Fund's Independent Public Accountants........................19

 7.  Compensation and Expenses of Bank.......................................19

 8.  Responsibility of Bank...............................................19-20

 9.  Persons Having Access to Assets of the Fund.............................20

10.  Effective Period, Termination and Amendment; Successor Custodian.....20-21

11.  Interpretive and Additional Provisions..................................21

12.  Notices.................................................................21

13.  Massachusetts Law to Apply..............................................22

14.  Adoption of the Agreement by the Fund...................................22


                                      -ii-
<PAGE>
                           MASTER CUSTODIAN AGREEMENT

     This  Agreement is made between each  investment  company  advised by Eaton
Vance  Management which has adopted this Agreement in the manner provided herein
and Investors Bank & Trust Company  (hereinafter called "Bank",  "Custodian" and
"Agent"),  a trust company  established  under the laws of Massachusetts  with a
principal place of business in Boston, Massachusetts.

     Whereas,  each such investment  company is registered  under the Investment
Company  Act of 1940  and has  appointed  the  Bank to act as  Custodian  of its
property and to perform certain duties as its Agent,  as more fully  hereinafter
set forth; and

     Whereas,  the  Bank is  willing  and  able to act as each  such  investment
company's Custodian and Agent,  subject to and in accordance with the provisions
hereof;

     Now,  therefore,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements herein contained,  each such investment company and the
Bank agree as follows:

1. DEFINITIONS

     Whenever used in this Agreement,  the following  words and phrases,  unless
the context otherwise requires, shall have the following meanings:

     (a)  "Fund"  shall  mean the  investment  company  which has  adopted  this
Agreement.  If the Fund is a Massachusetts  business trust, it may in the future
establish and designate  other separate and distinct  series of shares,  each of
which may be called a  "portfolio";  in such case,  the term  "Fund"  shall also
refer to each such separate series or portfolio.

     (b)  "Board"  shall mean the board of  directors/trustees/managing  general
partners/director general partners of the Fund, as the case may be.

     (c) "The Depository Trust Company",  a clearing agency  registered with the
Securities and Exchange  Commission under Section 17A of the Securities Exchange
Act  of  1934  which  acts  as  a  securities  depository  and  which  has  been
specifically approved as a securities depository for the Fund by the Board.

     (d)  "Participants  Trust Company",  a clearing agency  registered with the
Securities and Exchange  Commission under Section 17A of the Securities Exchange
Act  of  1934  which  acts  as  a  securities  depository  and  which  has  been
specifically approved as a securities depository for the Fund by the Board.

     (e)  "Approved  Clearing  Agency"  shall mean any other  domestic  clearing
agency registered with the Securities and Exchange  Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository BUT
ONLY if the  Custodian  has  received  a  certified  copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.

     (f) "Federal  Book-Entry  System" shall mean the book-entry system referred
to in Rule 17f-4(b) under the  Investment  Company Act of 1940 for United States
and  federal  agency  securities  (i.e.,  as  provided  in Subpart O of Treasury
Circular No. 300, 31 CFR 306,  Subpart B of 31 CFR Part 350, and the  book-entry
regulations of federal agencies substantially in the form of Subpart O).
<PAGE>
     (g)  "Approved  Foreign   Securities   Depository"  shall  mean  a  foreign
securities  depository  or clearing  agency  referred to in Rule 17f-4 under the
Investment  Company Act of 1940 for foreign securities BUT ONLY if the Custodian
has received a certified copy of a vote of the Board  approving such  depository
or clearing agency as a foreign securities depository for the Fund.

     (h) "Approved  Book-Entry  System for Commercial Paper" shall mean a system
maintained by the Custodian or by a subcustodian  employed pursuant to Section 2
hereof for the holding of commercial  paper in  book-entry  form BUT ONLY if the
Custodian  has received a certified  copy of a vote of the Board  approving  the
participation by the Fund in such system.

     (i) The Custodian shall be deemed to have received "proper instructions" in
respect of any of the matters  referred  to in this  Agreement  upon  receipt of
written or facsimile  instructions  signed by such one or more person or persons
as the Board  shall  have from time to time  authorized  to give the  particular
class of instructions in question.  Electronic instructions for the purchase and
sale of  securities  which are  transmitted  by Eaton  Vance  Management  to the
Custodian  through the Eaton  Vance  equity  trading  system and the Eaton Vance
fixed income trading system shall be deemed to be proper instructions;  the Fund
shall cause all such instructions to be confirmed in writing.  Different persons
may be authorized to give instructions for different purposes.  A certified copy
of a vote  of the  Board  may be  received  and  accepted  by the  Custodian  as
conclusive  evidence  of the  authority  of any  such  person  to act and may be
considered  as in full force and effect until  receipt of written  notice to the
contrary.  Such  instructions  may be general or  specific  in terms and,  where
appropriate, may be standing instructions.  Unless the vote delegating authority
to any person or persons to give a particular class of instructions specifically
requires that the approval of any person,  persons or committee shall first have
been obtained before the Custodian may act on  instructions  of that class,  the
Custodian  shall be under no  obligation  to question the right of the person or
persons  giving  such  instructions  in so  doing.  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.  The Fund  authorizes  the  Custodian  to tape  record  any and all
telephonic or other oral instructions given to the Custodian.  Upon receipt of a
certificate  signed by two officers of the Fund as to the  authorization  by the
President and the Treasurer of the Fund accompanied by a detailed description of
the communication  procedures approved by the President and the Treasurer of the
Fund, "proper  instructions" may also include  communications  effected directly
between  electromechanical or electronic devices provided that the President and
Treasurer  of the Fund and the  Custodian  are  satisfied  that such  procedures
afford  adequate  safeguards  for the Fund's  assets.  In performing  its duties
generally,  and more  particularly  in connection  with the  purchase,  sale and
exchange  of  securities  made  by or for  the  Fund,  the  Custodian  may  take
cognizance  of  the  provisions  of the  governing  documents  and  registration
statement of the Fund as the same may from time to time be in effect (and votes,
resolutions or proceedings of the shareholders or the Board), but, nevertheless,
except as otherwise  expressly  provided herein, the Custodian may assume unless
and until notified in writing to the contrary that so-called proper instructions
received by it are not in conflict with or in any way contrary to any provisions
of such governing documents and registration statement, or votes, resolutions or
proceedings of the shareholders or the Board.

2. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

     The Fund hereby appoints and employs the Bank as its Custodian and Agent in
accordance  with and  subject  to the  provisions  hereof,  and the Bank  hereby
accepts  such  appointment  and  employment.  The Fund  agrees to deliver to the
Custodian all securities,  participation interests,  cash and other assets owned

                                      -2-
<PAGE>
by  it,  and  all  payments  of  income,   payments  of  principal  and  capital
distributions and adjustments  received by it with respect to all securities and
participation  interests  owned by the  Fund  from  time to  time,  and the cash
consideration  received by it for such new or treasury shares  ("Shares") of the
Fund as may be  issued or sold from  time to time.  The  Custodian  shall not be
responsible  for any property of the Fund held by the Fund and not  delivered by
the Fund to the  Custodian.  The Fund will also deliver to the Bank from time to
time  copies of its  currently  effective  charter (or  declaration  of trust or
partnership agreement,  as the case may be), by-laws,  prospectus,  statement of
additional   information   and   distribution   agreement   with  its  principal
underwriter,  together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of its
duties hereunder.

     The  Custodian  may from time to time employ one or more  subcustodians  to
perform  such acts and  services  upon such  terms  and  conditions  as shall be
approved from time to time by the Board of Directors.  Any such  subcustodian so
employed by the Custodian shall be deemed to be the agent of the Custodian,  and
the  Custodian   shall  remain   primarily   responsible   for  the  securities,
participation  interests,  moneys  and other  property  of the Fund held by such
subcustodian. Any foreign subcustodian shall be a bank or trust company which is
an  eligible  foreign  custodian  within the  meaning  of Rule  17f-5  under the
Investment  Company Act of 1940, and the foreign custody  arrangements  shall be
approved by the Board of Directors and shall be in  accordance  with and subject
to the provisions of said Rule. For the purposes of this Agreement, any property
of the Fund held by any such subcustodian  (domestic or foreign) shall be deemed
to be held by the Custodian under the terms of this Agreement.

3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND

     A.   FEKEEPING AND HOLDING OF PROPERTY. The Custodian shall keep safely all
          property of the Fund and on behalf of the Fund shall from time to time
          receive delivery of Fund property for safekeeping. The Custodian shall
          hold,  earmark and  segregate on its books and records for the account
          of the  Fund all  property  of the  Fund,  including  all  securities,
          participation  interests  and other assets of the Fund (1)  physically
          held by the  Custodian,  (2) held by any  subcustodian  referred to in
          Section 2 hereof or by any agent  referred  to in  Paragraph K hereof,
          (3)  held by or  maintained  in The  Depository  Trust  Company  or in
          Participants Trust Company or in an Approved Clearing Agency or in the
          Federal  Book-Entry  System  or  in  an  Approved  Foreign  Securities
          Depository, each of which from time to time is referred to herein as a
          "Securities  System",  and  (4)  held  by  the  Custodian  or  by  any
          subcustodian  referred  to in Section 2 hereof and  maintained  in any
          Approved Book-Entry System for Commercial Paper.

     B.   DELIVERY  OF  SECURITIES.  The  Custodian  shall  release  and deliver
          securities  or  participation  interests  owned by the  Fund  held (or
          deemed to be held) by the  Custodian  or  maintained  in a  Securities
          System  account or in an  Approved  Book-Entry  System for  Commercial
          Paper account only upon receipt of proper  instructions,  which may be
          continuing  instructions when deemed  appropriate by the parties,  and
          only in the following cases:

               1)   Upon sale of such securities or participation  interests for
                    the account of the Fund, BUT ONLY against receipt of payment
                    therefor;  if  delivery  is made in Boston or New York City,
                    payment  therefor shall be made in accordance with generally
                    accepted  clearing  house  procedures  or by use of  Federal

                                      -3-
<PAGE>
                    Reserve  Wire  System   procedures;   if  delivery  is  made
                    elsewhere  payment  therefor shall be in accordance with the
                    then current "street  delivery" custom or in accordance with
                    such  procedures  agreed to in writing  from time to time by
                    the  parties  hereto;  if the  sale is  effected  through  a
                    Securities  System,  delivery and payment  therefor shall be
                    made in  accordance  with  the  provisions  of  Paragraph  L
                    hereof;  if the sale of  commercial  paper is to be effected
                    through an Approved  Book-Entry System for Commercial Paper,
                    delivery and payment  therefor  shall be made in  accordance
                    with the provisions of Paragraph M hereof; if the securities
                    are to be sold  outside the United  States,  delivery may be
                    made in accordance with procedures agreed to in writing from
                    time to time by the parties hereto; for the purposes of this
                    subparagraph,  the term "sale" shall include the disposition
                    of a portfolio  security  (i) upon the exercise of an option
                    written by the Fund and (ii) upon the failure by the Fund to
                    make a successful bid with respect to a portfolio  security,
                    the continued holding of which is contingent upon the making
                    of such a bid;

               2)   Upon  the  receipt  of  payment  in   connection   with  any
                    repurchase   agreement  or  reverse   repurchase   agreement
                    relating to such securities and entered into by the Fund;

               3)   To the depository  agent in connection  with tender or other
                    similar offers for portfolio securities of the Fund;

               4)   To the issuer  thereof or its agent when such  securities or
                    participation  interests  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 or any subcustodian employed pursuant to Section 2
                    hereof;

               5)   To the issuer thereof,  or its agent,  for transfer into the
                    name of the  Fund or into  the  name of any  nominee  of the
                    Custodian  or into the  name or  nominee  name of any  agent
                    appointed pursuant to Paragraph K hereof or into the name or
                    nominee  name  of  any  subcustodian  employed  pursuant  to
                    Section 2 hereof;  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 or participation interests
                    are to be  delivered to the  Custodian  or any  subcustodian
                    employed pursuant to Section 2 hereof;

               6)   To the broker selling the same for examination in accordance
                    with  the  "street  delivery"  custom;   PROVIDED  that  the
                    Custodian  shall adopt such procedures as the Fund from time
                    to time shall  approve to ensure their prompt  return to the
                    Custodian  by the broker in the event the broker  elects not
                    to accept them;

               7)   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 of such
                    securities,  or pursuant to any deposit agreement;  provided

                                      -4-
<PAGE>
                    that, in any such case, the new securities and cash, if any,
                    are to be  delivered to the  Custodian  or any  subcustodian
                    employed pursuant to Section 2 hereof;

               8)   In the case of warrants,  rights or similar securities,  the
                    surrender  thereof in  connection  with 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 or any subcustodian employed pursuant to Section 2
                    hereof;

               9)   For delivery in connection with any loans of securities made
                    by the Fund (such loans to be made  pursuant to the terms of
                    the Fund's current registration statement), BUT ONLY against
                    receipt of adequate  collateral  as agreed upon from time to
                    time by the Custodian and the Fund, 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 securities 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
                    Treasury,   the  Custodian   will  not  be  held  liable  or
                    responsible  for the  delivery of  securities  loaned by the
                    Fund prior to the receipt of such collateral;

               10)  For delivery as security in connection  with any  borrowings
                    by the Fund requiring a pledge or hypothecation of assets by
                    the Fund (if then permitted under circumstances described in
                    the current registration  statement of the Fund),  provided,
                    that the  securities  shall be released only upon payment to
                    the Custodian of the monies  borrowed,  except that in cases
                    where   additional   collateral  is  required  to  secure  a
                    borrowing already made,  further  securities may be released
                    for that purpose;  upon receipt of proper instructions,  the
                    Custodian may pay any such loan upon redelivery to it of the
                    securities   pledged  or  hypothecated   therefor  and  upon
                    surrender of the note or notes evidencing the loan;

               11)  When required for delivery in connection with any redemption
                    or repurchase  of Shares of the Fund in accordance  with the
                    provisions of Paragraph J hereof;

               12)  For  delivery  in  accordance  with  the  provisions  of any
                    agreement between the Custodian (or a subcustodian  employed
                    pursuant to Section 2 hereof) and a broker-dealer registered
                    under the Securities Exchange Act of 1934 and, if necessary,
                    the  Fund,  relating  to  compliance  with the  rules of The
                    Options Clearing  Corporation or of any registered  national
                    securities  exchange,  or of  any  similar  organization  or
                    organizations,   regarding   deposit   or  escrow  or  other
                    arrangements in connection with options  transactions by the
                    Fund;

                                      -5-
<PAGE>
               13)  For  delivery  in  accordance  with  the  provisions  of any
                    agreement  among the Fund,  the Custodian (or a subcustodian
                    employed  pursuant  to  Section  2  hereof),  and a  futures
                    commissions merchant,  relating to compliance with the rules
                    of the Commodity  Futures Trading  Commission  and/or of any
                    contract   market  or   commodities   exchange   or  similar
                    organization,  regarding  futures margin account deposits or
                    payments in  connection  with  futures  transactions  by the
                    Fund;

               14)  For any  other  proper  corporate  purpose,  BUT  ONLY  upon
                    receipt of, in addition to proper instructions,  a certified
                    copy of a vote of the Board  specifying the securities to be
                    delivered, setting forth the purpose for which such delivery
                    is to be made, declaring such purpose to be proper corporate
                    purpose,  and naming the person or persons to whom  delivery
                    of such securities shall be made.

     C.   REGISTRATION OF SECURITIES.  Securities  held by the Custodian  (other
          than  bearer  securities)  for  the  account  of  the  Fund  shall  be
          registered  in the name of the Fund or in the name of any  nominee  of
          the Fund or of any nominee of the Custodian, or in the name or nominee
          name of any agent appointed  pursuant to Paragraph K hereof, or in the
          name or nominee name of any subcustodian  employed pursuant to Section
          2  hereof,  or in the name or  nominee  name of The  Depository  Trust
          Company or Participants  Trust Company or Approved  Clearing Agency or
          Federal Book-Entry System or Approved Book-Entry System for Commercial
          Paper;  provided,  that  securities  are  held  in an  account  of the
          Custodian  or of such agent or of such  subcustodian  containing  only
          assets of the Fund or only assets held by the  Custodian or such agent
          or such  subcustodian as a custodian or subcustodian or in a fiduciary
          capacity for customers.  All certificates  for securities  accepted by
          the Custodian or any such agent or  subcustodian on behalf of the Fund
          shall be in "street" or other good  delivery form or shall be returned
          to the  selling  broker or dealer  who shall be  advised of the reason
          thereof.

     D.   BANK ACCOUNTS.  The Custodian  shall open and maintain a separate bank
          account or accounts in the name of the Fund,  subject only to draft or
          order  by the  Custodian  acting  in  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 Fund  other  than cash  maintained  by the Fund in a bank  account
          established   and  used  in  accordance  with  Rule  17f-3  under  the
          Investment  Company Act of 1940.  Funds held by the  Custodian for the
          Fund 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 the Custodian 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  Investment  Company Act of
          1940 and that  each  such  bank or trust  company  and the funds to be
          deposited  with each such bank or trust  company  shall be approved in
          writing by two officers of the Fund.  Such funds shall be deposited by
          the  Custodian in its  capacity as  Custodian  and shall be subject to
          withdrawal only by the Custodian in that capacity.

     E.   PAYMENT FOR SHARES OF THE FUND. The Custodian  shall make  appropriate
          arrangements with the Transfer Agent and the principal  underwriter of
          the Fund to enable the Custodian to make certain it promptly  receives
          the  cash or  other  consideration  due to the  Fund  for  such new or
          treasury  Shares  as may be  issued  or sold  from time to time by the

                                      -6-
<PAGE>
          Fund,  in  accordance  with  the  governing   documents  and  offering
          prospectus  and statement of additional  information  of the Fund. The
          Custodian will provide prompt  notification to the Fund of any receipt
          by it of payments for Shares of the Fund.

     F.   INVESTMENT AND AVAILABILITY OF FEDERAL FUNDS.  Upon agreement  between
          the Fund and the Custodian,  the Custodian shall,  upon the receipt of
          proper instructions,  which may be continuing instructions when deemed
          appropriate by the parties,

               1)   invest  in such  securities  and  instruments  as may be set
                    forth in such  instructions  on the same day as received all
                    federal funds  received after a time agreed upon between the
                    Custodian and the Fund; and

               2)   make  federal  funds  available  to the Fund as of specified
                    times  agreed  upon  from  time to time by the  Fund and the
                    Custodian  in the amount of checks  received  in payment for
                    Shares  of the Fund  which  are  deposited  into the  Fund's
                    account.

     G.   COLLECTIONS. The Custodian shall promptly collect all income and other
          payments with respect to registered securities held hereunder to which
          the Fund shall be entitled  either by law or pursuant to custom in the
          securities  business,  and shall promptly collect all income and other
          payments with respect to bearer  securities if, on the date of payment
          by the issuer,  such  securities  are held by the  Custodian  or agent
          thereof and shall  credit such  income,  as  collected,  to the Fund's
          custodian account.

          The Custodian  shall do all things  necessary and proper in connection
          with such prompt  collections  and, without limiting the generality of
          the foregoing, the Custodian shall

               1)   Present  for payment  all  coupons  and other  income  items
                    requiring presentations;

               2)   Present for payment  all  securities  which may mature or be
                    called, redeemed, retired or otherwise become payable;

               3)   Endorse and deposit for collection, in the name of the Fund,
                    checks, drafts or other negotiable instruments;

               4)   Credit  income from  securities  maintained  in a Securities
                    System or in an Approved  Book-Entry  System for  Commercial
                    Paper at the time funds become  available to the  Custodian;
                    in the case of securities maintained in The Depository Trust
                    Company  funds  shall be  deemed  available  to the Fund not
                    later than the opening of business on the first business day
                    after receipt of such funds by the Custodian.

          The Custodian shall notify the Fund as soon as reasonably  practicable
          whenever income due on any security is not promptly collected.  In any
          case in which the Custodian does not receive any due and unpaid income
          after it has made demand for the same, it shall  immediately so notify
          the Fund in  writing,  enclosing  copies  of any  demand  letter,  any

                                      -7-
<PAGE>
          written response thereto,  and memoranda of all oral responses thereto
          and to telephonic  demands,  and await instructions from the Fund; the
          Custodian  shall in no case have any liability  for any  nonpayment of
          such income  provided  the  Custodian  meets the  standard of care set
          forth in Section 8 hereof.  The  Custodian  shall not be  obligated to
          take  legal  action  for  collection   unless  and  until   reasonably
          indemnified to its satisfaction.

          The  Custodian  shall also  receive and  collect all stock  dividends,
          rights and other items of like nature, and deal with the same pursuant
          to proper instructions relative thereto.

     H.   PAYMENT OF FUND MONEYS. Upon receipt of proper instructions, which may
          be continuing instructions when deemed appropriate by the parties, the
          Custodian  shall  pay out  moneys of the Fund in the  following  cases
          only:

               1)   Upon the purchase of  securities,  participation  interests,
                    options, futures contracts, forward contracts and options on
                    futures contracts  purchased for the account of the Fund but
                    only (a) against the receipt of

                    (i) such  securities  registered  as provided in Paragraph C
                    hereof or in proper form for transfer or

                    (ii) detailed  instructions signed by an officer of the Fund
                    regarding the participation interests to be purchased or

                    (iii)  written  confirmation  of the purchase by the Fund of
                    the options, futures contracts, forward contracts or options
                    on futures contracts

                    by the Custodian (or by a subcustodian  employed pursuant to
                    Section 2 hereof or by a clearing  corporation of a national
                    securities exchange of which the Custodian is a member or by
                    any  bank,  banking   institution  or  trust  company  doing
                    business in the United  States or abroad  which is qualified
                    under  the  Investment  Company  Act  of  1940  to  act as a
                    custodian and which has been  designated by the Custodian as
                    its agent  for this  purpose  or by the  agent  specifically
                    designated  in  such   instructions  as   representing   the
                    purchasers of a new issue of privately  placed  securities);
                    (b) in the case of a purchase  effected through a Securities
                    System,  upon receipt of the  securities  by the  Securities
                    System  in  accordance  with  the  conditions  set  forth in
                    Paragraph  L  hereof;  (c)  in the  case  of a  purchase  of
                    commercial  paper  effected  through an Approved  Book-Entry
                    System for  Commercial  Paper,  upon receipt of the paper by
                    the  Custodian  or   subcustodian  in  accordance  with  the
                    conditions set forth in Paragraph M hereof;  (d) in the case
                    of repurchase  agreements  entered into between the Fund and
                    another  bank or a  broker-dealer,  against  receipt  by the
                    Custodian  of  the  securities   underlying  the  repurchase
                    agreement  either in  certificate  form or  through an entry
                    crediting  the   Custodian's   segregated,   non-proprietary
                    account  at the  Federal  Reserve  Bank of Boston  with such
                    securities  along with written  evidence of the agreement by

                                      -8-
<PAGE>
                    the bank or broker-dealer to repurchase such securities from
                    the  Fund;  or (e)  with  respect  to  securities  purchased
                    outside of the United  States,  in  accordance  with written
                    procedures  agreed  to from time to time in  writing  by the
                    parties hereto;

               2)   When required in connection with the conversion, exchange or
                    surrender  of  securities  owned by the Fund as set forth in
                    Paragraph B hereof;

               3)   When required for the  redemption or repurchase of Shares of
                    the Fund in  accordance  with the  provisions of Paragraph J
                    hereof;

               4)   For the payment of any expense or liability  incurred by the
                    Fund,  including but not limited to the  following  payments
                    for the  account of the Fund:  advisory  fees,  distribution
                    plan payments,  interest, taxes, management compensation and
                    expenses,  accounting,  transfer  agent and legal fees,  and
                    other  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 or other  distributions  to
                    holders of Shares declared or authorized by the Board; and

               6)   For any  other  proper  corporate  purpose,  BUT  ONLY  upon
                    receipt of, in addition to proper instructions,  a certified
                    copy of a vote of the Board,  specifying  the amount of such
                    payment, setting forth the purpose for which such payment is
                    to be made,  declaring such purpose to be a proper corporate
                    purpose,  and  naming  the  person or  persons  to whom such
                    payment is to be made.

     I.   LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF  SECURITIES  PURCHASED.
          In any and every case where payment for purchase of securities for the
          account of the Fund is made by the  Custodian in advance of receipt of
          the   securities   purchased  in  the  absence  of  specific   written
          instructions  signed by two officers of the Fund to so pay in advance,
          the  Custodian  shall  be  absolutely  liable  to the  Fund  for  such
          securities to the same extent as if the  securities  had been received
          by the  Custodian;  EXCEPT that in the case of a repurchase  agreement
          entered  into by the Fund with a bank which is a member of the Federal
          Reserve  System,  the Custodian  may transfer  funds to the account of
          such bank prior to the receipt of (i) the  securities  in  certificate
          form subject to such  repurchase  agreement  or (ii) written  evidence
          that the  securities  subject to such  repurchase  agreement have been
          transferred by book-entry into a segregated non-proprietary account of
          the Custodian  maintained  with the Federal  Reserve Bank of Boston or
          (iii) the safekeeping  receipt,  PROVIDED that such securities have in
          fact been so  transferred  by  book-entry  and the written  repurchase
          agreement is received by the Custodian in due course;  AND EXCEPT that
          if the  securities  are to be  purchased  outside  the United  States,
          payment may be made in accordance with procedures agreed to in writing
          from time to time by the parties hereto.

     J.   PAYMENTS FOR  REPURCHASES OR  REDEMPTIONS OF SHARES OF THE FUND.  From
          such funds as may be  available  for the  purpose,  but subject to any
          applicable  votes  of  the  Board  and  the  current   redemption  and
          repurchase  procedures of the Fund, the Custodian shall,  upon receipt
          of  written  instructions  from the Fund or from the  Fund's  transfer
          agent or from the principal  underwriter,  make funds and/or portfolio

                                      -9-
<PAGE>
          securities  available for payment to holders of Shares who have caused
          their  Shares to be  redeemed  or  repurchased  by the Fund or for the
          Fund's account by its transfer agent or principal underwriter.

          The  Custodian  may  maintain a special  checking  account  upon which
          special checks may be drawn by shareholders of the Fund holding Shares
          for which certificates have not been issued. Such checking account and
          such special checks shall be subject to such rules and  regulations as
          the Custodian and the Fund may from time to time adopt.  The Custodian
          or the Fund may suspend or terminate use of such  checking  account or
          such special checks (either generally or for one or more shareholders)
          at any  time.  The  Custodian  and the Fund  shall  notify  the  other
          immediately of any such suspension or termination.

     K.   APPOINTMENT OF AGENTS BY THE CUSTODIAN.  The Custodian may at any time
          or times in its  discretion  appoint  (and may at any time remove) any
          other bank or trust  company  (provided  such bank or trust company is
          itself qualified under the Investment  Company Act of 1940 to act as a
          custodian  or is itself  an  eligible  foreign  custodian  within  the
          meaning of Rule 17f-5 under said Act) as the agent of the Custodian to
          carry out such of the duties and functions of the Custodian  described
          in this  Section  3 as the  Custodian  may from  time to time  direct;
          providED,  however,  that the  appointment of any such agent shall not
          relieve the Custodian of any of its  responsibilities  or  liabilities
          hereunder,  and as between the Fund and the  Custodian  the  Custodian
          shall be fully  responsible  for the  acts and  omissions  of any such
          agent.  For the purposes of this  Agreement,  any property of the Fund
          held by any such  agent  shall be deemed  to be held by the  Custodian
          hereunder.

     L.   DEPOSIT  OF  FUND  PORTFOLIO  SECURITIES  IN  SECURITIES  SYSTEMS  The
          Custodian may deposit and/or maintain securities owned by the Fund

                   (1)  in The Depository Trust Company;

                   (2)  in Participants Trust Company;

                   (3)  in any other Approved Clearing Agency;

                   (4)  in the Federal Book-Entry System; or

                   (5)  in an Approved Foreign Securities Depository

          in each case only in accordance with applicable  Federal Reserve Board
          and Securities and Exchange  Commission rules and regulations,  and at
          all times subject to the following provisions:


          (a)  The  Custodian  may  (either  directly  or  through  one or  more
          subcustodians  employed  pursuant to Section 2 keep  securities of the
          Fund  in  a  Securities  System  provided  that  such  securities  are
          maintained in a non-proprietary  account  ("Account") of the Custodian

                                      -10-
<PAGE>
          or such  subcustodian in the Securities System which shall not include
          any assets of the Custodian or such  subcustodian  or any other person
          other than  assets held by the  Custodian  or such  subcustodian  as a
          fiduciary, custodian, or otherwise for its customers.

          (b) The records of the  Custodian  with respect to  securities  of the
          Fund which are  maintained  in a Securities  System shall  identify by
          book-entry those  securities  belonging to the Fund, and the Custodian
          shall  be  fully  and  completely   responsible   for   maintaining  a
          recordkeeping  system capable of accurately and currently  stating the
          Fund's holdings maintained in each such Securities System.

          (c) The  Custodian  shall pay for  securities  purchased in book-entry
          form for the  account  of the Fund only upon (i)  receipt of notice or
          advice  from the  Securities  System  that such  securities  have been
          transferred  to the  Account,  and (ii) the making of any entry on the
          records of the  Custodian to reflect such payment and transfer for the
          account of the Fund. The Custodian shall transfer  securities sold for
          the account of the Fund only upon (i) receipt of notice or advice from
          the  Securities  System  that  payment  for such  securities  has been
          transferred  to the  Account,  and (ii) the  making of an entry on the
          records of the  Custodian to reflect such transfer and payment for the
          account  of the  Fund.  Copies  of all  notices  or  advices  from the
          Securities  System of transfers of  securities  for the account of the
          Fund  shall  identify  the  Fund,  be  maintained  for the Fund by the
          Custodian  and be promptly  provided to the Fund at its  request.  The
          Custodian  shall  promptly  send  to the  Fund  confirmation  of  each
          transfer  to or from the  account of the Fund in the form of a written
          advice or notice of each such  transaction,  and shall  furnish to the
          Fund  copies  of  daily  transaction   sheets  reflecting  each  day's
          transactions  in the Securities  System for the account of the Fund on
          the next business day.

          (d) The Custodian  shall promptly send to the Fund any report or other
          communication  received or obtained by the  Custodian  relating to the
          Securities System's  accounting system,  system of internal accounting
          controls or procedures for  safeguarding  securities  deposited in the
          Securities  System;  the Custodian shall promptly send to the Fund any
          report or other  communication  relating to the  Custodian's  internal
          accounting   controls  and  procedures  for  safeguarding   securities
          deposited in any  Securities  System;  and the Custodian  shall ensure
          that any  agent  appointed  pursuant  to  Paragraph  K  hereof  or any
          subcustodian employed pursuant to Section 2 hereof shall promptly send
          to the Fund and to the  Custodian  any  report or other  communication
          relating  to  such  agent's  or sub  custodian's  internal  accounting
          controls and procedures for safeguarding  securities  deposited in any
          Securities  System.  The Custodian's books and records relating to the
          Fund's  participation  in each  Securities  System  will at all  times
          during regular  business hours be open to the inspection of the Fund's
          authorized officers, employees or agents.

          (e) The Custodian  shall not act under this Paragraph L in the absence
          of receipt of a  certificate  of an officer of the Fund that the Board
          has approved the use of a particular  Securities System; the Custodian
          shall also obtain appropriate  assurance from the officers of the Fund
          that the Board has annually  reviewed the continued use by the Fund of
          each  Securities  System,  and the  Fund  shall  promptly  notify  the
          Custodian if the use of a Securities System is to be discontinued;  at
          the request of the Fund,  the Custodian  will terminate the use of any
          such Securities System as promptly as practicable.

                                      -11-
<PAGE>
          (f) Anything to the contrary in this  Agreement  notwithstanding,  the
          Custodian  shall be  liable  to the Fund for any loss or damage to the
          Fund  resulting  from use of the  Securities  System  by reason of any
          negligence,  misfeasance  or misconduct of the Custodian or any of its
          agents or  subcustodians  or of any of its or their  employees or from
          any  failure of the  Custodian  or any such agent or  subcustodian  to
          enforce  effectively such rights as it may have against the Securities
          System or any other  person;  at the election of the Fund, it shall be
          entitled to be subrogated to the rights of the Custodian  with respect
          to any claim against the  Securities  System or any other person which
          the Custodian may have as a consequence  of any such loss or damage if
          and to the  extent  that the Fund has not been made whole for any such
          loss or damage.

     M.   DEPOSIT OF FUND COMMERCIAL PAPER IN AN APPROVED  BOOK-ENTRY SYSTEM FOR
          COMMERCIAL PAPER. Upon receipt of proper  instructions with respect to
          each issue of direct issue commercial paper purchased by the Fund, the
          Custodian may deposit and/or  maintain direct issue  commercial  paper
          owned by the Fund in any  Approved  Book-Entry  System for  Commercial
          Paper, in each case only in accordance with applicable  Securities and
          Exchange Commission rules, regulations,  and no-action correspondence,
          and at all times subject to the following provisions:

          (a)  The  Custodian  may  (either  directly  or  through  one or  more
          subcustodians employed pursuant to Section 2) keep commercial paper of
          the  Fund in an  Approved  Book-Entry  System  for  Commercial  Paper,
          provided that such paper is issued in book entry form by the Custodian
          or  subcustodian  on behalf of an issuer with which the  Custodian  or
          subcustodian  has entered  into a  book-entry  agreement  and provided
          further that such paper is  maintained  in a  non-proprietary  account
          ("Account")  of the  Custodian  or such  subcustodian  in an  Approved
          Book-Entry  System for  Commercial  Paper  which shall not include any
          assets of the Custodian or such subcustodian or any other person other
          than assets held by the Custodian or such subcustodian as a fiduciary,
          custodian, or otherwise for its customers.

          (b) The records of the Custodian  with respect to commercial  paper of
          the Fund which is  maintained  in an  Approved  Book-Entry  System for
          Commercial  Paper shall identify by book-entry  each specific issue of
          commercial paper purchased by the Fund which is included in the System
          and  shall at all  times  during  regular  business  hours be open for
          inspection  by authorized  officers,  employees or agents of the Fund.
          The  Custodian   shall  be  fully  and  completely   responsible   for
          maintaining a recordkeeping system capable of accurately and currently
          stating the Fund's  holdings of  commercial  paper  maintained in each
          such System.

          (c)  The  Custodian  shall  pay  for  commercial  paper  purchased  in
          book-entry form for the account of the Fund only upon  contemporaneous
          (i)  receipt of notice or advice  from the issuer  that such paper has
          been issued, sold and transferred to the Account,  and (ii) the making
          of an entry on the records of the Custodian to reflect such  purchase,
          payment and transfer for the account of the Fund. The Custodian  shall
          transfer such commercial paper which is sold or cancel such commercial
          paper  which  is  redeemed  for the  account  of the  Fund  only  upon
          contemporaneous  (i) receipt of notice or advice that payment for such
          paper has been  transferred to the Account,  and (ii) the making of an
          entry on the  records of the  Custodian  to reflect  such  transfer or
          redemption  and  payment  for the  account of the Fund.  Copies of all


                                      -12-
<PAGE>
          notices,  advices and  confirmations  of transfers of commercial paper
          for the account of the Fund shall identify the Fund, be maintained for
          the Fund by the Custodian and be promptly  provided to the Fund at its
          request. The Custodian shall promptly send to the Fund confirmation of
          each  transfer  to or from  the  account  of the Fund in the form of a
          written advice or notice of each such  transaction,  and shall furnish
          to the Fund copies of daily  transaction  sheets reflecting each day's
          transactions  in the  System  for the  account of the Fund on the next
          business day.

          (d) The Custodian  shall promptly send to the Fund any report or other
          communication  received or obtained by the Custodian  relating to each
          System's accounting system,  system of internal accounting controls or
          procedures for safeguarding  commercial paper deposited in the System;
          the  Custodian  shall  promptly  send to the Fund any  report or other
          communication relating to the Custodian's internal accounting controls
          and  procedures for  safeguarding  commercial  paper  deposited in any
          Approved  Book-Entry  System for Commercial  Paper;  and the Custodian
          shall ensure that any agent  appointed  pursuant to Paragraph K hereof
          or any  subcustodian  employed  pursuant  to  Section  2 hereof  shall
          promptly  send to the Fund and to the  Custodian  any  report or other
          communication  relating to such  agent's or sub  custodian's  internal
          accounting   controls  and  procedures  for  safeguarding   securities
          deposited in any Approved Book-Entry System for Commercial Paper.

          (e) The Custodian  shall not act under this Paragraph M in the absence
          of receipt of a  certificate  of an officer of the Fund that the Board
          has approved the use of a particular  Approved  Book-Entry  System for
          Commercial   Paper;  the  Custodian  shall  also  obtain   appropriate
          assurance  from the  officers of the Fund that the Board has  annually
          reviewed the  continued  use by the Fund of each  Approved  Book-Entry
          System for Commercial  Paper,  and the Fund shall promptly  notify the
          Custodian if the use of an Approved  Book-Entry  System for Commercial
          Paper is to be discontinued; at the request of the Fund, the Custodian
          will terminate the use of any such System as promptly as practicable.

          (f) The Custodian (or subcustodian,  if the Approved Book-Entry System
          for Commercial  Paper is maintained by the  subcustodian)  shall issue
          physical commercial paper or promissory notes whenever requested to do
          so by the Fund or in the event of an electronic  system  failure which
          impedes issuance, transfer or custody of direct issue commercial paper
          by book-entry.

          (g) Anything to the contrary in this  Agreement  notwithstanding,  the
          Custodian  shall be  liable  to the Fund for any loss or damage to the
          Fund  resulting  from  use  of  any  Approved  Book-Entry  System  for
          Commercial   Paper  by  reason  of  any  negligence,   misfeasance  or
          misconduct of the Custodian or any of its agents or  subcustodians  or
          of any of its or their  employees or from any failure of the Custodian
          or any such agent or subcustodian to enforce  effectively  such rights
          as it may have against the System,  the issuer of the commercial paper
          or any other person; at the election of the Fund, it shall be entitled
          to be subrogated  to the rights of the  Custodian  with respect to any
          claim against the System,  the issuer of the  commercial  paper or any
          other person which the Custodian may have as a consequence of any such
          loss or  damage if and to the  extent  that the Fund has not been made
          whole for any such loss or damage.

                                      -13-
<PAGE>
     N.   SEGREGATED  ACCOUNT.  The  Custodian  shall  upon  receipt  of  proper
          instructions  establish and maintain a segregated  account or accounts
          for and on behalf of the Fund,  into which  account or accounts may be
          transferred cash and/or securities, including securities maintained in
          an account by the  Custodian  pursuant to  Paragraph L hereof,  (i) in
          accordance  with the  provisions of any agreement  among the Fund, the
          Custodian and any registered  broker-dealer (or any futures commission
          merchant),  relating  to  compliance  with the  rules  of the  Options
          Clearing   Corporation  and  of  any  registered  national  securities
          exchange (or of the  Commodity  Futures  Trading  Commission or of any
          contract   market  or  commodities   exchange),   or  of  any  similar
          organization or  organizations,  regarding  escrow or deposit or other
          arrangements  in connection  with  transactions  by the Fund, (ii) for
          purposes  of  segregating  cash  or  U.S.  Government   securities  in
          connection  with  options  purchased,  sold or  written by the Fund or
          futures  contracts or options  thereon  purchased or sold by the Fund,
          (iii) for the purposes of compliance  by the Fund with the  procedures
          required  by  Investment   Company  Act  Release  No.  10666,  or  any
          subsequent   release  or  releases  of  the  Securities  and  Exchange
          Commission  relating  to the  maintenance  of  segregated  accounts by
          registered  investment  companies and (iv) for other proper  purposes,
          BUT ONLY, in the case of clause (iv),  upon receipt of, in addition to
          proper instructions, a certificate signed by two officers of the Fund,
          setting forth the purpose such  segregated  account and declaring such
          purpose to be a proper purpose.

     O.   OWNERSHIP  CERTIFICATES FOR TAX PURPOSES.  The Custodian shall execute
          ownership and other  certificates  and  affidavits for all federal and
          state tax  purposes  in  connection  with  receipt  of income or other
          payments  with  respect  to  securities  of the Fund held by it and in
          connection with transfers of securities.

     P.   PROXIES.  The Custodian shall,  with respect to the securities held by
          it hereunder,  cause to be promptly delivered to the Fund all forms of
          proxies  and  all  notices  of  meetings  and  any  other  notices  or
          announcements  or other written  information  affecting or relating to
          the securities,  and upon receipt of proper instructions shall execute
          and deliver or cause its nominee to execute and deliver  such  proxies
          or other authorizations as may be required.  Neither the Custodian nor
          its nominee shall vote upon any of the securities or execute any proxy
          to vote  thereon  or give any  consent or take any other  action  with
          respect thereto (except as otherwise  herein  provided) unless ordered
          to do so by proper instructions.

     Q.   COMMUNICATIONS  RELATING TO FUND PORTFOLIO  SECURITIES.  The Custodian
          shall deliver promptly to the Fund all written information (including,
          without limitation,  pendency of call and maturities of securities and
          participation  interests  and  expirations  of  rights  in  connection
          therewith  and notices of exercise of call and put options  written by
          the Fund and the  maturity of futures  contracts  purchased or sold by
          the Fund)  received by the  Custodian  from issuers and other  persons
          relating to the securities and participation  interests being held for
          the Fund.  With respect to tender or exchange  offers,  the  Custodian
          shall deliver promptly to the Fund all written information received by
          the  Custodian  from  issuers  and  other  persons   relating  to  the
          securities  and  participation  interests  whose tender or exchange is
          sought  and from the  party  (or his  agents)  making  the  tender  or
          exchange offer.

                                      -14-
<PAGE>
     R.   EXERCISE  OF  RIGHTS;  TENDER  OFFERS.  In the case of tender  offers,
          similar  offers to  purchase or exercise  rights  (including,  without
          limitation,  pendency  of  calls  and  maturities  of  securities  and
          participation  interests  and  expirations  of  rights  in  connection
          therewith  and  notices of  exercise  of call and put  options and the
          maturity of futures contracts) affecting or relating to securities and
          participation  interests held by the Custodian  under this  Agreement,
          the Custodian  shall have  responsibility  for promptly  notifying the
          Fund of all such offers in accordance  with the standard of reasonable
          care set forth in Section 8 hereof.  For all such offers for which the
          Custodian  is  responsible  as provided in this  Paragraph R, the Fund
          shall  have  responsibility  for  providing  the  Custodian  with  all
          necessary  instructions  in timely  fashion.  Upon  receipt  of proper
          instructions,  the  Custodian  shall  timely  deliver to the issuer or
          trustee thereof,  or to the agent of either,  warrants,  puts,  calls,
          rights or similar  securities  for the purpose of being  exercised  or
          sold upon  proper  receipt  therefor  and upon  receipt of  assurances
          satisfactory  to the Custodian  that the new  securities  and cash, if
          any,  acquired by such action are to be delivered to the  Custodian or
          any subcustodian  employed pursuant to Section 2 hereof.  Upon receipt
          of proper instructions,  the Custodian shall timely deposit securities
          upon  invitations  for  tenders  of  securities  upon  proper  receipt
          therefor and upon receipt of assurances  satisfactory to the Custodian
          that  the  consideration  to be  paid  or  delivered  or the  tendered
          securities  are  to be  returned  to  the  Custodian  or  subcustodian
          employed pursuant to Section 2 hereof.  Notwithstanding  any provision
          of this  Agreement  to the  contrary,  the  Custodian  shall  take all
          necessary action,  unless otherwise directed to the contrary by proper
          instructions,  to comply with the terms of all mandatory or compulsory
          exchanges, calls, tenders,  redemptions, or similar rights of security
          ownership, and shall thereafter promptly notify the Fund in writing of
          such action.

     S.   DEPOSITORY  RECEIPTS.  The  Custodian  shall,  upon  receipt of proper
          instructions,  surrender or cause to be surrendered foreign securities
          to the depository used by an issuer of American Depository Receipts or
          International  Depository Receipts (hereinafter  collectively referred
          to as "ADRs") for such securities,  against a written receipt therefor
          adequately   describing   such   securities   and   written   evidence
          satisfactory  to the Custodian that the  depository  has  acknowledged
          receipt of  instructions to issue with respect to such securities ADRs
          in the name of a nominee  of the  Custodian  or in the name or nominee
          name of any subcustodian  employed  pursuant to Section 2 hereof,  for
          delivery to the  Custodian or such  subcustodian  at such place as the
          Custodian or such  subcustodian  may from time to time designate.  The
          Custodian shall, upon receipt of proper  instructions,  surrender ADRs
          to the issuer thereof  against a written receipt  therefor  adequately
          describing the ADRs surrendered and written  evidence  satisfactory to
          the Custodian that the issuer of the ADRs has acknowledged  receipt of
          instructions  to  cause  its  depository  to  deliver  the  securities
          underlying  such ADRs to the Custodian or to a  subcustodian  employed
          pursuant to Section 2 hereof.

     T.   INTEREST  BEARING CALL OR TIME  DEPOSITS.  The Custodian  shall,  upon
          receipt of proper instructions,  place interest bearing fixed term and
          call deposits with the banking department of such banking  institution
          (other  than  the  Custodian)  and in such  amounts  as the  Fund  may
          designate.  Deposits  may be  denominated  in U.S.  Dollars  or  other
          currencies. The Custodian shall include in its records with respect to
          the  assets of the Fund  appropriate  notation  as to the  amount  and
          currency of each such deposit,  the accepting banking  institution and
          other  appropriate  details  and shall  retain such forms of advice or

                                      -15-
<PAGE>
          receipt  evidencing  the  deposit,  if any, as may be forwarded to the
          Custodian by the banking  institution.  Such deposits  shall be deemed
          portfolio  securities of the applicable  Fund for the purposes of this
          Agreement,  and the Custodian  shall be responsible for the collection
          of income from such accounts and the  transmission of cash to and from
          such accounts.

     U.   OPTIONS, FUTURES CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS.

               1.  OPTIONS.   The  Custodians  shall,  upon  receipt  of  proper
               instructions  and  in  accordance  with  the  provisions  of  any
               agreement  between the Custodian,  any  registered  broker-dealer
               and, if  necessary,  the Fund,  relating to  compliance  with the
               rules of the Options  Clearing  Corporation  or of any registered
               national   securities   exchange  or  similar   organization   or
               organizations,   receive  and  retain   confirmations   or  other
               documents,  if any,  evidencing  the  purchase  or  writing of an
               option  on a  security  or  securities  index or other  financial
               instrument  or index  by the  Fund;  deposit  and  maintain  in a
               segregated account for each Fund separately, either physically or
               by book-entry  in a Securities  System,  securities  subject to a
               covered  call  option  written by the Fund;  and  release  and/or
               transfer such  securities or other assets only in accordance with
               a  notice  or  other  communication  evidencing  the  expiration,
               termination or exercise of such covered  option  furnished by the
               Options Clearing Corporation,  the securities or options exchange
               on which such covered option is traded or such other organization
               as may be responsible for handling such options transactions. The
               Custodian  and the  broker-dealer  shall be  responsible  for the
               sufficiency of assets held in each Fund's  segregated  account in
               compliance with applicable margin maintenance requirements.

               2. FUTURES CONTRACTS. The Custodian shall, upon receipt of proper
               instructions,   receive  and  retain   confirmations   and  other
               documents,  if any,  evidencing the purchase or sale of a futures
               contract or an option on a futures contract by the Fund;  deposit
               and  maintain  in a  segregated  account,  for the benefit of any
               futures  commission  merchant,  assets  designated by the Fund as
               initial,  maintenance or variation  "margin" deposits  (including
               mark-to-market   payments)   intended   to  secure   the   Fund's
               performance  of  its  obligations  under  any  futures  contracts
               purchased or sold or any options on futures  contracts written by
               Fund,  in  accordance  with the  provisions  of any  agreement or
               agreements  among  the  Fund,  the  Custodian  and  such  futures
               commission  merchant,  designed  to comply  with the rules of the
               Commodity  Futures  Trading  Commission  and/or  of any  contract
               market or commodities exchange or similar organization  regarding
               such margin  deposits or payments;  and release  and/or  transfer
               assets in such margin  accounts only in accordance  with any such
               agreements or rules.  The  Custodian  and the futures  commission
               merchant shall be responsible  for the sufficiency of assets held
               in the  segregated  account  in  compliance  with the  applicable
               margin maintenance and mark-to-market payment requirements.

                                      -16-
<PAGE>
               3. FOREIGN EXCHANGE  TRANSACTIONS.  The Custodian shall, pursuant
               to proper  instructions,  enter into or cause a  subcustodian  to
               enter into foreign exchange  contracts or options to purchase and
               sell foreign  currencies  for spot and future  delivery on behalf
               and  for  the  account  of the  Fund.  Such  transactions  may be
               undertaken by the Custodian or subcustodian  with such banking or
               financial institutions or other currency brokers, as set forth in
               proper instructions. Foreign exchange contracts and options shall
               be  deemed  to  be  portfolio   securities   of  the  Fund;   and
               accordingly,  the  responsibility of the Custodian therefor shall
               be the same as and no greater than the Custodian's responsibility
               in  respect  of  other  portfolio  securities  of the  Fund.  The
               Custodian shall be responsible for the transmittal to and receipt
               of  cash  from  the  currency  broker  or  banking  or  financial
               institution  with  which the  contract  or  option  is made,  the
               maintenance of proper records with respect to the transaction and
               the maintenance of any segregated  account required in connection
               with the  transaction.  The  Custodian  shall  have no duty  with
               respect to the  selection of the  currency  brokers or banking or
               financial  institutions  with  which the Fund  deals or for their
               failure  to comply  with the  terms of any  contract  or  option.
               Without limiting the foregoing, it is agreed that upon receipt of
               proper  instructions  and insofar as funds are made  available to
               the Custodian for the purpose,  the Custodian may (if  determined
               necessary by the Custodian to consummate a particular transaction
               on behalf and for the  account  of the Fund)  make free  outgoing
               payments of cash in the form of U.S.  dollars or foreign currency
               before receiving  confirmation of a foreign exchange  contract or
               confirmation  that the  counter  value  currency  completing  the
               foreign  exchange  contact has been  delivered or  received.  The
               Custodian  shall not be  responsible  for any costs and  interest
               charges  which may be incurred by the Fund or the  Custodian as a
               result  of the  failure  or  delay of third  parties  to  deliver
               foreign exchange;  provided that the Custodian shall nevertheless
               be held to the standard of care set forth in, and shall be liable
               to the Fund in accordance with, the provisions of Section 8.

     V.        ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in
               its discretion, without express authority from the Fund:

               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 by the  Custodian  to the
                    Treasurer of the Fund;

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

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

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

                                      -17-
<PAGE>
     W.   ADVANCES BY THE BANK.  The Bank may, in its sole  discretion,  advance
          funds on  behalf  of the Fund to make any  payment  permitted  by this
          Agreement  upon receipt of any proper  authorization  required by this
          Agreement  for such  payments  by the Fund.  Should  such a payment or
          payments,  with  advanced  funds,  result  in  an  overdraft  (due  to
          insufficiencies  of the Fund's account with the Bank, or for any other
          reason)   this   Agreement   deems  any  such   overdraft  or  related
          indebtedness  a loan made by the Bank to the Fund  payable  on demand.
          Such overdraft  shall bear interest at the current rate charged by the
          Bank for such  secured  loans  unless the Fund shall  provide the Bank
          with agreed upon compensating  balances. The Fund agrees that the Bank
          shall have a continuing  lien and  security  interest to the extent of
          any overdraft or indebtedness or the extent required by law, whichever
          is  greater,  in and to any  property  at any time  held by it for the
          Fund's  benefit or in which the Fund has an interest and which is then
          in the Bank's  possession or control (or in the  possession or control
          of any third party acting on the Bank's  behalf).  The Fund authorizes
          the Bank,  in the Bank's  sole  discretion,  at any time to charge any
          overdraft or indebtedness, together with interest due thereon, against
          any  balance  of  account  standing  to the  credit of the Fund on the
          Bank's books.

4. DUTIES OF BANK WITH RESPECT TO BOOKS OF ACCOUNT AND CALCULATIONS OF NET ASSET
   VALUE

     The Bank  shall as Agent  (or as  Custodian,  as the case may be) keep such
books of account (including records showing the adjusted tax costs of the Fund's
portfolio  securities)  and  render  as at the close of  business  on each day a
detailed  statement  of the  amounts  received  or paid  out  and of  securities
received or delivered for the account of the Fund during said day and such other
statements,  including  a  daily  trial  balance  and  inventory  of the  Fund's
portfolio  securities;  and shall furnish such other  financial  information and
data as from time to time requested by the Treasurer or any executive officer of
the Fund;  and shall compute and  determine,  as of the close of business of the
New York  Stock  Exchange,  or at such  other  time or times  as the  Board  may
determine,  the net asset  value of a Share in the Fund,  such  computation  and
determination to be made in accordance with the governing  documents of the Fund
and the votes and instructions of the Board at the time in force and applicable,
and promptly  notify the Fund and its investment  adviser and such other persons
as the Fund may request of the result of such computation and determination.  In
computing the net asset value the  Custodian  may rely upon security  quotations
received by telephone or otherwise from sources or pricing  services  designated
by the Fund by  proper  instructions,  and may  further  rely  upon  information
furnished  to it  by  any  authorized  officer  of  the  Fund  relative  (a)  to
liabilities  of the Fund not  appearing  on its  books  of  account,  (b) to the
existence,  status and proper  treatment of any reserve or reserves,  (c) to any
procedures  established  by the  Board  regarding  the  valuation  of  portfolio
securities,  and (d) to the value to be assigned to any bond,  note,  debenture,
Treasury bill, repurchase agreement, subscription right, security, participation
interests or other asset or property for which market quotations are not readily
available.

5. RECORDS AND MISCELLANEOUS DUTIES

     The Bank shall  create,  maintain and preserve all records  relating to its
activities and obligations  under this Agreement in such manner as will meet the
obligations  of  the  Fund  under  the  Investment  Company  Act of  1940,  with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative  rules
or  procedures  which may be  applicable  to the Fund.  All books of account and
records  maintained by the Bank in connection with the performance of its duties
under  this  Agreement  shall be the  property  of the Fund,  shall at all times
during  the  regular  business  hours  of the  Bank be open  for  inspection  by
authorized  officers,  employees  or  agents  of the  Fund,  and in the event of

                                      -18-
<PAGE>
termination  of this  Agreement  shall be delivered to the Fund or to such other
person or persons as shall be designated by the Fund. Disposition of any account
or record after any required period of preservation  shall be only in accordance
with  specific  instructions  received  from the  Fund.  The Bank  shall  assist
generally in the preparation of reports to  shareholders,  to the Securities and
Exchange  Commission,  including  Forms  N-SAR and  N-1Q,  to state  "blue  sky"
authorities and to others, audits of accounts,  and other ministerial matters of
like nature;  and,  upon  request,  shall  furnish the Fund's  auditors  with an
attested  inventory  of  securities  held  with  appropriate  information  as to
securities  in transit or in the process of purchase or sale and with such other
information as said auditors may from time to time request.  The Custodian shall
also  maintain  records  of all  receipts,  deliveries  and  locations  of  such
securities,  together  with a  current  inventory  thereof,  and  shall  conduct
periodic   verifications   (including  sampling  counts  at  the  Custodian)  of
certificates representing bonds and other securities for which it is responsible
under this Agreement in such manner as the Custodian  shall  determine from time
to time to be advisable in order to verify the accuracy of such  inventory.  The
Bank  shall  not  disclose  or use any  books  or  records  it has  prepared  or
maintained  by reason  of this  Agreement  in any  manner  except  as  expressly
authorized  herein or directed by the Fund, and the Bank shall keep confidential
any information obtained by reason of this Agreement.

6. OPINION OF FUND'S INDEPENDENT PUBLIC ACCOUNTANTS

     The Custodian shall take all reasonable  action,  as the Fund may from time
to time  request,  to  enable  the Fund to obtain  from  year to year  favorable
opinions  from the Fund's  independent  public  accountants  with respect to its
activities   hereunder  in  connection   with  the  preparation  of  the  Fund's
registration  statement  and  Form  N-SAR  or  other  periodic  reports  to  the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.

7. COMPENSATION AND EXPENSES OF BANK

     The Bank shall be entitled to reasonable  compensation  for its services as
Custodian  and Agent,  as agreed upon from time to time between the Fund and the
Bank.   The  Bank  shall  be  entitled  to  receive  from  the  Fund  on  demand
reimbursement  for its  cash  disbursements,  expenses  and  charges,  including
counsel fees, in  connection  with its duties as Custodian and Agent  hereunder,
but excluding salaries and usual overhead expenses.

8. RESPONSIBILITY OF BANK

     So long as and to the extent that it is in the exercise of reasonable care,
the Bank as  Custodian  and Agent  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.

     The Bank as  Custodian  and Agent  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.

     The Bank as Custodian and Agent shall be held to the exercise of reasonable
care in carrying out the  provisions of this  Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act.  Notwithstanding the
foregoing,  nothing  contained in this  paragraph is intended to nor shall it be
construed  to  modify  the  standards  of care and  responsibility  set forth in
Section  2  hereof  with  respect  to  subcustodians  and in  subparagraph  f of
Paragraph  L of Section 3 hereof  with  respect  to  Securities  Systems  and in

                                      -19-
<PAGE>
subparagraph  g of  Paragraph M of Section 3 hereof with  respect to an Approved
Book-Entry System for Commercial Paper.

     The  Custodian  shall be  liable  for the acts or  omissions  of a  foreign
banking   institution   to  the  same  extent  as  set  forth  with  respect  to
subcustodians  generally  in  Section 2 hereof,  provided  that,  regardless  of
whether assets are maintained in the custody of a foreign banking institution, a
foreign  securities  depository or a branch of a U.S. bank, the Custodian  shall
not be liable for any loss, damage, cost, expense,  liability or claim resulting
from,  or caused by, the direction of or  authorization  by the Fund to maintain
custody of any securities or cash of the Fund in a foreign county including, but
not limited to, losses resulting from nationalization,  expropriation,  currency
restrictions,  acts of war,  civil war or terrorism,  insurrection,  revolution,
military or usurped powers,  nuclear fission,  fusion or radiation,  earthquake,
storm or other disturbance of nature or acts of God.

     If the Fund  requires  the Bank in any  capacity  to take any  action  with
respect to  securities,  which  action  involves  the  payment of money or which
action  may,  in the  opinion  of the Bank,  result  in the Bank or its  nominee
assigned  to the Fund  being  liable  for the  payment  of  money  or  incurring
liability of some other form,  the Fund,  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.

9. PERSONS HAVING ACCESS TO ASSETS OF THE FUND

     (i) No trustee,  director,  general partner,  officer, employee or agent of
the Fund  shall  have  physical  access  to the  assets  of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of the Fund,
nor shall the  Custodian  deliver any assets of the Fund to any such person.  No
officer or director,  employee or agent of the  Custodian  who holds any similar
position with the Fund or the  investment  adviser of the Fund shall have access
to the assets of the Fund.

     (ii) Access to assets of the Fund held hereunder shall only be available to
duly authorized officers, employees,  representatives or agents of the Custodian
or  other  persons  or  entities  for  whose  actions  the  Custodian  shall  be
responsible  to the extent  permitted  hereunder,  or to the Fund's  independent
public  accountants in connection with their auditing duties performed on behalf
of the Fund.

     (iii)  Nothing in this Section 9 shall  prohibit  any officer,  employee or
agent  of the  Fund  or of  the  investment  adviser  of the  Fund  from  giving
instructions  to the Custodian or executing a certificate so long as it does not
result in delivery of or access to assets of the Fund  prohibited  by  paragraph
(i) of this Section 9.

10. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT; SUCCESSOR CUSTODIAN

     This Agreement shall become  effective as of its execution,  shall continue
in full force and effect until  terminated by either party after August 31, 2000
by an instrument in writing  delivered or mailed,  postage  prepaid to the other
party, such termination to take effect not sooner than sixty (60) days after the
date of such  delivery  or mailing;  PROVIDED,  that the Fund 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 in the event the
Custodian  assigns  this  Agreement  to  another  party  without  consent of the
noninterested  Trustees  of  the  Funds,  or  (ii)  immediately  terminate  this
Agreement in the event of the  appointment  of a conservator or receiver for the
Custodian  by the  Federal  Deposit  Insurance  Corporation  or by  the  Banking
Commissioner  of The  Commonwealth of  Massachusetts  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 shall pay to

                                      -20-
<PAGE>
the Custodian such compensation as may be due as of the date of such termination
(and  shall  likewise  reimburse  the  Custodian  for its  costs,  expenses  and
disbursements).

     This  Agreement may be amended at any time by the written  agreement of the
parties hereto. If a majority of the non-interested trustees of any of the Funds
determines  that the  performance  of the Custodian has been  unsatisfactory  or
adverse to the interests of  shareholders of any Fund or Funds or that the terms
of the  Agreement are no longer  consistent  with  publicly  available  industry
standards,  then the Fund or Funds shall give written notice to the Custodian of
such  determination  and the  Custodian  shall have 60 days to (1) correct  such
performance  to  the  satisfaction  of  the   non-interested   trustees  or  (2)
renegotiate terms which are satisfactory to the  non-interested  trustees of the
Funds. If the conditions of the preceding  sentence are not met then the Fund or
Funds may terminate this Agreement on sixty (60) days written notice.

     The Board of the Fund shall, forthwith,  upon giving or receiving notice of
termination of this Agreement,  appoint as successor custodian,  a bank or trust
company having the qualifications required by the Investment Company Act of 1940
and the Rules  thereunder.  The Bank, as Custodian,  Agent or otherwise,  shall,
upon  termination of the Agreement,  deliver to such  successor  custodian,  all
securities  then held  hereunder  and all funds or other  properties of the Fund
deposited  with or held by the  Bank  hereunder  and all  books of  account  and
records kept by the Bank pursuant to this  Agreement,  and all documents held by
the Bank  relative  thereto.  In the event that no written  order  designating a
successor  custodian shall have been delivered to the Bank on or before the date
when such termination  shall become  effective,  then the Bank shall not deliver
the  securities,  funds and other  properties  of the Fund to the Fund but shall
have the right to deliver to a bank or trust company  doing  business in Boston,
Massachusetts  of its own selection  meeting the above required  qualifications,
all funds,  securities  and properties of the Fund held by or deposited with the
Bank,  and all books of account  and records  kept by the Bank  pursuant to this
Agreement, and all documents held by the Bank relative thereto.  Thereafter such
bank or trust  company  shall  be the  successor  of the  Custodian  under  this
Agreement.

11. INTERPRETIVE AND ADDITIONAL PROVISIONS

     In connection with the operation of this  Agreement,  the Custodian and the
Fund  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 governing  instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.

12. NOTICES

     Notices and other writings  delivered or mailed postage prepaid to the Fund
addressed to 24 Federal Street,  Boston,  Massachusetts  02110, or to such other
address as the Fund may have designated to the Bank, in writing, or to Investors
Bank & Trust Company, 24 Federal Street,  Boston,  Massachusetts 02110, shall be
deemed to have been  properly  delivered or given  hereunder  to the  respective
addressees.

13. MASSACHUSETTS LAW TO APPLY

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

                                      -21-
<PAGE>
     If the Fund is a  Massachusetts  business  trust,  the Custodian  expressly
acknowledges  the  provision  in the Fund's  declaration  of Trust  limiting the
personal  liability  of the  trustees  and  shareholders  of the  Fund;  and the
Custodian  agrees that it shall have recourse only to the assets of the Fund for
the  payment of claims or  obligations  as between  the  Custodian  and the Fund
arising out of this Agreement,  and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.

14. ADOPTION OF THE AGREEMENT BY THE FUND

     The Fund represents that its Board has approved this Agreement and has duly
authorized the Fund to adopt this Agreement,  such adoption to be evidenced by a
letter agreement  between the Fund and the Bank reflecting such adoption,  which
letter  agreement shall be dated and signed by a duly authorized  officer of the
Fund and duly authorized  officer of the Bank. This Agreement shall be deemed to
be duly  executed and delivered by each of the parties in its name and behalf by
its duly authorized  officer as of the date of such letter  agreement,  and this
Agreement  shall be deemed to supersede  and  terminate,  as of the date of such
letter agreement, all prior agreements between the Fund and the Bank relating to
the custody of the Fund's assets.




                                    * * * * *














                                      -22-




</TEXT>
</DOCUMENT>
