**MASTERCUSTODIANAGREEMENT**

 

This Agreement is made as of November 17, 2008, betweenEACHREGISTEREDINVESTMENTCOMPANYIDENTIFIEDONAPPENDIXAHERETO(each such registered investment company, and each registered investment company made subject to this Agreement in accordance with Section 18 below, referred to as the “***Fund***”), and STATESTREETBANK and TRUSTCOMPANY, a Massachusetts trust company (the “***Custodian***”).

 

**WITNESSETH:**

 

WHEREAS,the Funds are registered under the Investment Company Act of 1940 (“the ***1940 Act***”) and each Fund has appointed the Custodian to act as its custodian;

 

WHEREAS,each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

 

WHEREAS,each Fund so authorized so intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19 below, shall be referred to as the “***Portfolio(s)***”);

 

WHEREAS,each Fund not so authorized intends that this Agreement be applicable to it and all references herein to one or more “Portfolio(s)” shall be deemed to refer to such Fund(s); and

 

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

 

| SECTION 1. | EMPLOYMENTOFCUSTODIANANDPROPERTYTOBEHELDBYIT. |
|------------|-----------------------------------------------|

 

Each Fund hereby employs the Custodian as the custodian of its assets of the Portfolios,  including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“***domestic securities***”) and securities it desires to be held outside the United States (“***foreign securities***”).  Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash owned by it (excluding assets held elsewhere pursuant to Rule 17f-6 of the 1940 Act), and all payments of income, payments of principal or capital distributions received by such Portfolios with respect to all securities owned by it from time to time, and the cash consideration received by it for such new or treasury share of beneficial interest of each Fundrepresenting interests in its Portfolios (“**Shares**”) as may be issued or sold from time to time.  The Custodian shall not be responsible for any property of a Portfolio held or received by the Fund and not delivered to the Custodian.  With respect to uncertificated shares (the “***Underlying Shares***”) of registered investment companies (hereinafter sometimes referred to as the “***Underlying**********Portfolios***”), the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.

 

Upon receipt of ***“Proper Instructions”*** (as such term is defined in Section 6 hereof), the Custodian shall, on behalf of the applicable Portfolio(s), from time to time employ one or more sub-custodians 

 

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