<DOCUMENT>
<TYPE>EX-99.(J)(1)
<SEQUENCE>10
<FILENAME>b56372a1exv99wxjyx1y.txt
<DESCRIPTION>MASTER CUSTODIAN AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (j)(1)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                                        April 18, 2005

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund hereby adopts and
agrees to become a party to the attached Custodian Agreement as amended and
extended with Investors Bank & Trust Company.

                         EATON VANCE TAX-MANAGED GLOBAL
                          BUY-WRITE OPPORTUNITIES FUND


                                        By: /s/ James L. O'Connor
                                            ------------------------------------
                                            James L. O'Connor
                                            Treasurer, and not Individually

Accepted and agreed to:

INVESTORS BANK & TRUST COMPANY


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

                           MASTER CUSTODIAN AGREEMENT

                                     between

                           EATON VANCE GROUP OF FUNDS

                                       and

                         INVESTORS BANK & TRUST COMPANY

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
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
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                        <C>
     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
</TABLE>


                                      -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>
