EXHIBIT 8


                             CUSTODY AGREEMENT


         THIS AGREEMENT made the 1st day of April, 1994 by and between INVESTORS
FIDUCIARY TRUST COMPANY,  a trust company  chartered under the laws of the state
of  Missouri,  having its trust office  located at 127 West 10th Street,  Kansas
City,  Missouri 64105  ("Custodian"),  and The Funds listed in Exhibit A, having
its principal  office and place of business at 600 Fifth Avenue;  New York,  New
York 10020 ("Fund").

                                  WITNESSETH:

     WHEREAS,  Fund  desires to appoint  Investors  Fiduciary  Trust  Company as
custodian of the securities and monies of Fund's investment portfolio; and

     WHEREAS,  Investors  Fiduciary  Trust  Company is  willing  to accept  such
appointment;

     NOW THEREFORE,  for an in  consideration  of the mutual promises  contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:

1.   APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and appoints Custodian
     of the securities and monies at any time owned by the Fund.

2.   REPRESENTATIONS AND WARRANTIES.

     A.   Fund hereby represents, warrants and acknowledges to Custodian:

     1.   That it is a corporation or trust (as specified  above) duly organized
          and  existing  and in good  standing  under  the laws of its  state of
          organization,  and that it is registered under the Investment  Company
          Act of 1940 (the "1940 Act"); and

     2.   That it has the requisite  power and authority  under  applicable law,
          its  articles  of  incorporation  and its  bylaws  to enter  into this
          Agreement; that it has taken all requisite action necessary to appoint
          Custodian as custodian for the Fund; that this Agreement has been duly
          executed and delivered by Fund; and that this Agreement  constitutes a
          legal,  valid binding  obligation of Fund,  enforceable  in accordance
          with its terms.

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     B.   Custodian hereby represents, warrants and acknowledges to Fund:

     1.   That it is a trust  company  duly  organized  and existing and in good
          standing under the laws of the State of Missouri; and

     2.   That it has the requisite  power and authority  under  applicable law,
          its charter and its bylaws to enter into and perform  this  Agreement;
          that this Agreement has been duly executed and delivered by Custodian;
          and that this Agreement  constitutes a legal, valid binding obligation
          of Custodian, enforceable in accordance with its terms.

3.   DUTIES AND RESPONSIBILITIES OF CUSTODIAN.

     A.    Delivery of Assets

          Except as permitted by the 1940 Act,  Fund will deliver or cause to be
          delivered to Custodian on the effective date of this Agreement,  or as
          soon thereafter as practicable,  and from time to time thereafter, all
          portfolio  securities  acquired  by it and monies  then owned by it or
          from time to time  coming  into its  possession  during  the time this
          Agreement   shall  continue  in  effect.   Custodian   shall  have  no
          responsibility or liability whatsoever for or on account of securities
          or monies not so delivered.

     B.   Delivery of Accounts and Records

          Fund shall turn over or cause to be turned  over to  Custodian  all of
          the  Fund's  relevant  accounts  and  records  previously  maintained.
          Custodian shall be entitled to rely  conclusively on the  completeness
          and  correctness  of the accounts  and records  turned over to it, and
          Fund shall  indemnify and hold Custodian  harmless of and from any and
          all  expenses,  damages  and losses  whatsoever  arising  out of or in
          connection with any error, omission, inaccuracy or other deficiency of
          such accounts and records or in the failure of Fund to provide,  or to
          provide in a timely  manner,  any  accounts,  records  or  information
          needed by the Custodian to perform its functions hereunder.

     C.   Delivery of Assets to Third Parties

          Custodian will receive  delivery of and keep safely the assets of Fund
          delivered to it from time to time  segregated  in a separate  account,


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          and if Fund is  comprised  of more than one  portfolio  of  investment
          securities  (each a  "Portfolio")  Custodian  shall keep the assets of
          each Portfolio  segregated in a separate  account.  Custodian will not
          deliver,  assign,  pledge or hypothecate any such assets to any person
          except  as  permitted  by the  provisions  of  this  Agreement  or any
          agreement  executed by it  according  to the terms of Section  3.S. of
          this  Agreement.  Upon  delivery of any such assets to a  subcustodian
          pursuant to Section 3.S. of this Agreement,  Custodian will create and
          maintain records identifying those assets which have been delivered to
          the subcustodian as belonging to the Fund, by Portfolio if applicable.
          The Custodian is responsible for the safekeeping of the securities and
          monies of Fund only until they have been  transmitted  to and received
          by other  persons  as  permitted  under the  terms of this  Agreement,
          except  for  securities  and  monies   transmitted  to   subcustodians
          appointed  under Section 3.S. of this  Agreement,  for which Custodian
          remains  responsible  to the extent  provided in Section 3.S.  hereof.
          Custodian   may   participate   directly  or   indirectly   through  a
          subcustodian in the Depository  Trust Company (DTC),  Treasury/Federal
          Reserve  Book Entry System (Fed  System),  Participant  Trust  Company
          (PTC) or other  depository  approved by the Fund (as such entities are
          defined at 17 CFR  Section  270.17f-4(b))  (each a  "Depository")  and
          collectively, the "Depositories").

     D.   Registration of Securities

          The  Custodian  shall at all times hold  registered  securities of the
          Fund in the name of the Custodian, the Fund, or a nominee of either of
          them,  unless  specifically  directed  by  instructions  to hold  such
          registered  securities in so-called  "street name",  provided that, in
          any event,  all such  securities  and other assets shall be held in an
          account of the Custodian  containing  only assets of the Fund, or only
          assets  held  by  the  Custodian  as  a  fiduciary  or  custodian  for
          customers,  and provided further, that the records of the Custodian at
          all time  shall  indicate  the Fund or other  customer  for which such
          securities  and  other  assets  are  held  in  such  account  and  the


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          respective  interests  therein.  If,  however,  the Fund  directs  the
          Custodian to maintain  securities  in "street  name",  notwithstanding
          anything  contained  herein to the contrary,  the  Custodian  shall be
          obligated  only to utilize its best efforts to timely  collect  income
          due the Fund on such  securities  and to notify  the Fund of  relevant
          corporate actions including,  without  limitation,  pendency of calls,
          maturities,  tender  or  exchange  offers.  All  securities,  and  the
          ownership  thereof the Fund,  which are held by  Custodian  hereunder,
          however,  shall  at all time be  identifiable  on the  records  of the
          Custodian.  The Fund agrees to hold Custodian and its nominee harmless
          for any  liability as a shareholder  of record of  securities  held in
          custody.

    E.   Exchange of Securities

          Upon  receipt  of  instructions  as  defined  herein in  Section  4.A,
          Custodian will exchange, or cause to be exchange, portfolio securities
          held by it for the account of Fund for other securities or cash issued
          or paid  in  connection  with  any  reorganization,  recapitalization,
          merger,  consolidation,  split-up  of  shares,  change  of par  value,
          conversion  or  otherwise,  and will  deposit any such  securities  in
          accordance with the terms of any  reorganization  or protective  plan.
          Without  instructions,  Custodian is authorized to exchange securities
          held by it in temporary  form for  securities in  definitive  form, to
          effect  an  exchange  of  shares  when the par  value of the  stock is
          changed,  and, upon receiving payment therefor,  to surrender bonds or
          other  securities  held by it at maturity  or when  advised of earlier
          call for redemption,  except that Custodian shall receive instructions
          prior to surrendering any convertible security.

     F.   Purchases of Investments of the Fund

          Fund will,  on each  business  day on which a purchase  of  securities
          shall be made by it,  deliver to  custodian  instructions  which shall
          specify with respect to each such purchase.

          1.   If applicable, the name of the Portfolio making such purchase;
          2.   The name of the issuer and description of the security;


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          3.   The number of shares and the principal amount purchased, and
               accrued interest, if any;
          4.   The trade date;
          5.   The settlement date;
          6.   The purchase price per unit and the brokerage commission, taxes
               and other expenses payable in connection with the purchase;
          7.   The total amount payable upon such purchase; and
          8.   The name of the person from whom or the broker or dealer through
               whom the purchase was made.
          9.   Whether the security is to be received in certificated form or
               via a specified Depository.

          In accordance  with such  instructions,  Custodian will pay for out of
          monies held for the account of Fund,  but only  insofar as such monies
          are available for such purpose,  and receive the portfolio  securities
          so purchased by or for the account of Fund,  except that Custodian may
          in its sole discretion  advance funds to the Fund, which may result in
          an overdraft because the monies held by the Custodian on behalf of the
          Fund are  insufficient  to pay the  total  amount  payable  upon  such
          purchase.  Except as otherwise  instructed by Fund, such payment shall
          be made by the Custodian only upon receipt of  securities:  (a) by the
          Custodian;  (b) by a clearing  corporation  of a national  exchange of
          which  the   Custodian   is  a  member;   or  (c)  by  a   Depository.
          Notwithstanding  the  foregoing,  (i)  in  the  case  of a  repurchase
          agreement,  the Custodian  may release funds to a Depository  prior to
          the  receipt  of  advice  from  the  Depository  that  the  securities
          underlying  such  repurchase   agreement  have  been   transferred  by
          book-entry  into the account  maintained  with such  Depository by the
          Custodian,  on behalf of its customers,  provided that the Custodian's
          instructions  to the  Depository  require  that  the  Depository  make
          payment  of  such  funds  only  upon  transfer  by  book-entry  of the
          securities underlying the repurchase agreement in such amount; (ii) in
          the case of time deposits,  call account  deposits,  currency deposits


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          and other deposits,  foreign exchange transactions,  futures contracts
          or options,  the Custodian may make payment therefor before receipt of
          an advice or  confirmation  evidencing said deposit or entry into such
          transaction;  and (iii) in the case of the purchase of securities, the
          settlement  of which occurs  outside of the United  States of America,
          the Custodian may make, or cause a subcustodian  appointed pursuant to
          Section  3.S.2.  of  this  Agreement  to  make,  payment  therefor  in
          accordance with generally accepted local custom and market practice.

     G.   Sales and deliveries of Investments of the Fund - Other than Options
          and Futures

          Fund  will,  on  each  business  day on  which  a sale  of  investment
          securities  (other than  options  and  futures) of Fund has been made,
          deliver to Custodian instructions specifying with respect to each such
          sales:

          1.   If applicable, the name of the Portfolio making such sale;
          2.   The name of the issuer and description of the securities;
          3.   The number of shares and principal amount sold, and accrued
               interest, if any;
          4.   The date on which the securities sold were purchased or other
               information identifying the securities sold and to be delivered;
          5.   The trade date;
          6.   The settlement date;
          7.   The sale price per unit and the brokerage commission, taxes or
               other expenses payable in connection with such sale;
          8.   The total amount to be received by Fund upon such sale; and
          9.   The name and address of the broker or dealer through whom or
               person to whom the sale was made.

          In accordance with such instructions,  Custodian will deliver or cause
          to be delivered the securities  thus designated as sold for the amount
          of Fund to the broker or other person  specified  in the  instructions
          relating to such sale.  Except as otherwise  instructed by Fund,  such
          delivery shall be made upon receipt of payment  therefor:  (a) in such


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          form as is satisfactory to the Custodian; (b) credit to the account of
          the Custodian  with a clearing  corporation  of a national  securities
          exchange  of which the  Custodian  is a member;  or (c)  credit to the
          amount  of  the  Custodian,  on  behalf  of  its  customers,   with  a
          Depository.   Notwithstanding  the  foregoing:  (i)  in  the  case  of
          securities held in physical form,  such securities  shall be delivered
          in  accordance  with  "street  delivery  custom"  to a  broker  or its
          clearing  agent;  or (ii) in the case of the sale of  securities,  the
          settlement  of which occurs  outside of the United  States of America,
          the Custodian may make, or cause a subcustodian  appointed pursuant to
          Section  3.S.2.  of  this  Agreement  to  make,  payment  therefor  in
          accordance with generally accepted local custom and market practice.

     H.   Purchases of Sales of Options and Futures

          Fund will,  on each  business  day on which a purchase  or sale of the
          following  options  and/or  futures  shall be made by it,  deliver  to
          Custodian  instructions  which shall specify with respect to each such
          purchase or sale:

          1.   If appliable, the name of the Portfolio making such purchase or
               sale;

          2.   Security Options

               a.   The underlying security;
               b.   The price at which purchased or sold;
               c.   The expiration date;
               d.   The number of contracts;
               e.   The exercise price;
               f.   Whether the transaction is an opening, exercising, expiring
                    or closing transaction;
               g.   Whether the transaction involves a put or call;
               h.   Whether the option is written or purchased;
               i.   Market on which option traded; and
               j.   Name and address of the broker or dealer through whom the
                    sale or purchase was made.


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          3. Options on Indices

               a.   The index;
               b.   The price at which purchased or sold;
               c.   The exercise price;
               d.   The premium;
               e.   The multiple;
               f.   The expiration date;
               g.   Whether the transaction is an opening, exercising,
                    expiring or closing transaction;
               h.   Whether the transaction involves a put or call;
               i.   Whether the option is written or purchased; and
               j.   The name and address of the broker or dealer through whom
                    the sale or purchase was made, or other applicable
                    settlement instructions.

          4.   Security Index Future Contracts

               a.   The last trading date specified in the contract and, when
                    available, the closing level, thereof;
               b.   The index level on the date the contract is entered into;
               c.   The multiple;
               d.   Any margin requirements;
               e.   The need for a  segregated  margin  account (in  addition to
                    instructions,  and  if not  already  in  the  possession  of
                    Custodian,  Fund shall deliver a substantially  complete and
                    executed  custodial   safekeeping   account  and  procedural
                    agreement which shall be incorporated by reference into this
                    Custody Agreement); and
               f.   The name and  address  of the  futures  commission  merchant
                    through  whom  the  sale  or  purchase  was  made  or  other
                    applicable settlement instructions.


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          5.   Options on Index Future Contracts

               a.   The underlying index future contract;
               b.   The premium;
               c.   The expiration date;
               d.   The number of options;
               e.   The exercise price;
               f.   Whether the transaction involves an opening,exercising,
                    expiring or closing transaction;

               h.   Whether the option is written or purchased; and
               i.   The market on which the option is traded.

     I. Securities Pledged or Loaned

     If specifically  allowed for in the prospectus of Fund, and subject to such
     additional terms and conditions as Custodian may require:

     1.   Upon receipt of  instructions,  Custodian  will release or cause to be
          released  securities held in custody to the pledge  designated in such
          instructions  by way of pledge  or  hypothecation  to secure  any loan
          incurred by Fund;  provided,  however,  that the  securities  shall be
          released only upon payment to 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 or caused
          to be released for that purpose  upon  receipt of  instructions.  Upon
          receipt  of  instructions,  Custodian  will pay,  but only from  funds
          available for such purpose, any such loan upon redelivery to it of the
          securities  pledge or hypothecated  therefor and upon surrender of the
          note or notes evidencing such loan.

     2.   Upon receipt of instructions,  Custodian will release  securities held
          in custody to the borrower designated in such instructions;  provided,
          however,  that the securities  will be released only upon deposit with
          Custodian of full cash  collateral as specified in such  instructions,


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          and that Fund will  retain  the right to any  dividends,  interest  or
          distribution on such loaned  securities.  upon receipt of instructions
          and the loaned securities,  Custodian will release the cash collateral
          to the borrower.

     J.   Routine Matters

          Custodian  will,  in general,  attend to all  routine  and  mechanical
          matters in connection with the sale, exchange, substitution, purchase,
          transfer,  or other  dealing  with  securities  or other  dealing with
          securities  or  other  property  of Fund  except  as may be  otherwise
          provided in this  Agreement or directed  from time to time by the Fund
          in writing.

     K.   Deposit Accounts

          Custodian will open and maintain one or more special  purpose  deposit
          account in the name of Custodian ("Account"), subject only to draft or
          order by Custodian upon receipt of  instructions.  All monies received
          by  Custodian  from or for the account of Fund shall be  deposited  in
          said Accounts. Barring events not in the control of the Custodian such
          as strikes,  lockouts or labor  disputes,  riots,  war or equipment or
          transmission  failure  or damage,  fire,  flood,  earthquake  or other
          natural  disaster,  action or inaction of  governmental  authority  or
          other causes  beyond its control,  at 9:00 a.m.,  Kansas City time, on
          the second  business  day after  deposit of any check into an Account,
          Custodian agrees to make Fed Funds available to the Fund in the amount
          of the check.  Deposits made by Federal Reserve wire will be available
          to the Fund immediately and ACH wires will be available to the Fund on
          the next business day. Income earned on the portfolio  securities will
          be credited to the Fund based on the  schedule  attached as Exhibit A.
          The Custodian  will be entitled to reverse any credited  amounts where
          credits have been made and monies are not finally collected. If monies
          are collected after such reversal, the Custodian will credit the Funds
          in that amount.  Custodian  may open and maintain  Accounts in its own
          banking  department,  or in such other banks or trust companies as may
          be designated by it or by Fund in writing, all such Accounts, however,


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          to be in the name of Custodian and subject only to its draft or order.
          Funds received and held for the account of different  Portfolios shall
          be maintained in separate Accounts established for each Portfolio.

     L.   Income and other Payments to Fund

          Custodian will:

          1.   Collect,  claim,  and receive and deposit for the account of Fund
               all income and other  payments which become due and payable on or
               after the effective  date of this  Agreement  with respect to the
               securities deposited under this Agreement, and credit the account
               of Fund in  accordance  with  the  schedule  attached  hereto  as
               Exhibit A. If, for any reason,  the Fund is credited  with income
               that is not  subsequently  collected,  Custodian may reverse that
               credited amount.

          2.   Execute  ownership and other  certificates and affidavits for all
               federal,  state and local tax  purposes  in  connection  with the
               collection of bond and note coupons; and

          3.   Take  such  other  action  as  may  be  necessary  or  proper  in
               connection with:

               a.   the collection, receipt and deposit of such income and other
                    payments,  including but not limited to the presentation for
                    payment of:

                    1.   all coupons and other income items requiring 
                          presentation; and

                    2.   all other  securities  which may  mature or be  called,
                         redeemed,  retired  or  otherwise  become  payable  and
                         regarding which the custodian has actual knowledge,  or
                         should reasonably be expected to have knowledge; and

               b.   the endorsement for collection,  in the name of Fund, of all
                    checks, drafts or other negotiable instruments.

          Custodian,  however,  will not be required to  institute  suit or take
          other  extraordinary  action to enforce collection except upon receipt
          of instructions and upon being indemnified to its satisfactory against


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          the costs and expenses of such suit or other  actions.  Custodian will
          receive,  claim and  collect  all stock  dividends,  rights  and other
          similar  items and will deal with the same  pursuant to  instructions.
          Unless  prior   instructions  have  been  received  to  the  contrary,
          Custodian will, without further instructions, sell any rights held for
          the  account  of Fund on the  last  trade  date  prior  to the date of
          expiration of such rights.

     M.   Payment of Dividends and other Distributions

          On the declaration of any dividend or other distribution on the shares
          of capital stock of Fund ("Fund  Shares") by the Board of Directors of
          Fund,  Fund  shall  deliver to  Custodian  instructions  with  respect
          thereto. On the date specified in such instructions for the payment of
          such  dividend or other  distribution,  Custodian  will pay out of the
          monies  held for the  account  of Fund,  insofar  as the same shall be
          available for such purposes, and credit to the account of the Dividend
          Disbursing  Agent for Fund, such amount as may be necessary to pay the
          amount per share payable in cash on Fund Shares issued and outstanding
          on the record date established by such resolution.

     N.   Shares of Fund Purchased by Fund

          Whenever any Fund Shares are  repurchased or redeemed by Fund, Fund or
          its agent shall advise  Custodian of the aggregate dollar amount to be
          paid for such shares and shall  confirm  such advice in writing.  Upon
          receipt of such advice,  Custodian shall charge such aggregate  dollar
          amount  to the  amount  of Fund  and  either  deposit  the same in the
          account  maintained  for the purpose of paying for the  repurchase  or
          redemption of Fund Shares or deliver the same in accordance  with such
          advice.  Custodian shall not have any duty or responsibly to determine
          that Fund Shares have been removed form the proper shareholder account
          or  accounts  or that the  proper  number  of Fund  Shares  have  been
          cancelled and removed from the shareholder records.

     O.   Shares of Fund Purchased from Fund

          Whenever  Fund Shares are  purchased  from Fund,  Fund will deposit or
          cause to be  deposited  with  Custodian  the amount  received for such


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          shares.  Custodian  shall  not  have  any  duty or  responsibility  to
          determine that Fund Shares  purchased from Fund have been added to the
          proper  shareholder  account or accounts or that the proper  number of
          such shares have been added to the shareholder records.

     P.   Proxies and Notices

          Custodian will promptly deliver or mail or have delivered or mailed to
          Fund all proxies properly signed,  all notices of meetings,  all proxy
          statements and other notices,  requests or announcements  affecting or
          relating  to  securities  held by  Custodian  for Fund and will,  upon
          receipt of  instructions,  execute and deliver or cause its nominee to
          execute and deliver or mail or have  delivered  or mailed such proxies
          or other authorizations as may be required. Except as provided by this
          Agreement or pursuant to instructions hereafter received by Custodian,
          neither it nor its nominee  will  exercise  any power  inherent in any
          such securities,  including any power to vote the same, or execute any
          proxy,  power of attorney,  or other similar  instrument voting any of
          such securities,  or give any consent, approval or waiver with respect
          thereto, or take any other similar action.

     Q.   Disbursements

          Custodian will pay or cause to be paid, insofar as funds are available
          for the  purpose,  bills,  statements  and other  obligations  of Fund
          (including  but not  limited to  obligations  in  connection  with the
          conversion,  exchange  or  surrender  of  securities  owned  by  Fund,
          interest  charges,  dividend  disbursements,  taxes,  management fees,
          custodian  fees,  legal fees,  auditors'  fee,  transfer  agents' fee,
          brokerage commissions,  compensation to personnel, and other operating
          expenses of Fund) pursuant to  instructions  of Fund setting forth the
          name of the person to whom  payment  is to be made,  the amount of the
          payment, and the purpose of the payment.

     R.   Daily Statement of Accounts.

          Custodian will,  within a reasonable  time,  render to Fund a detailed
          statement of the amounts  received or paid and of securities  received


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          or  delivered  for the  account  of Fund  during  each  business  day.
          Custodian  will,  from time to time,  upon  request by Fund,  render a
          detailed  statement of the  securities  and monies held for Fund under
          this Agreement,  and Custodian will maintain such books and records as
          are  necessary  to  enable it to do so.  Custodian  will  permit  such
          persons as are authorized by Fund, including Fund's independent public
          accounts, reasonable access to such records or will provide reasonable
          confirmation  of the  contents  of  such  records,  and  if  demanded,
          Custodian will permit federal and state regulatory agencies to examine
          the securities,  books and records.  Upon the written  instructions of
          Fund or as demanded by federal or state regulatory agencies, Custodian
          will  instruct  any   subcustodian  to  permit  such  persons  as  are
          authorized by Fund,  including  Fund's  independent  public  accounts,
          reasonable   access  to  such  records,   or  to  provide   reasonable
          confirmation  of the  contents  of such  records,  and to permit  such
          agencies to examine the books,  records  and  securities  held by such
          subcustodian which relate to Fund.

     S.   Appointment of Subcustodians

          1.   Notwithstanding  any other  provisions of this Agreement,  all or
               any  of  the  monies  or  securities  of  Fund  may  be  held  in
               Custodian's  own  custody or in the  custody of one or more other
               banks  or  trust  companies  acting  as  subcustodians  as may be
               selected  by  Custodian.  Any such  subcustodian  selected by the
               Custodian must have the  qualifications  required for a custodian
               under the 1940 Act, as amended.  It is understood  that Custodian
               initially intends to appoint United Missouri Bank, N.A. (UMB) and
               United   Missouri   Trust   Company  of  New  York   (UMTCNY)  as
               subcustodians. Custodian shall be responsible to the Fund for any
               loss,  damage  or  expense  suffered  or  incurred  by  the  Fund
               resulting  from the actions or omissions  of UMB,  UMTCNY and any
               other  subcustodians  selected and appointed by Custodian (except
               subcustodians appointed as the request of Fund and as provided in
               Subsection  2  below)  to the  same  extent  Custodian  would  be


                                       14
<PAGE>

               responsible  to the Fund under Section 5. of this Agreement if it
               committed the act or omission  itself.  Upon request of the Fund,
               Custodian  shall be willing to contract with other  subcustodians
               reasonably  acceptable  to  the  Custodian  for  purposes  of (i)
               effecting   third-party   repurchase   transactions  with  banks,
               brokers,  dealers or other  entities  through the use of a common
               custodian  or  subcustodian,  or (ii)  providing  depository  and
               clearing  agency  services with respect to certain  variable rate
               demand note securities;  or (iii) for other  reasonable  purposes
               specified by Fund; provided, however, that the Custodian shall be
               responsible to the Fund for any loss,  damage or expense suffered
               or incurred by the Fund  resulting  from the actions or omissions
               of  any  such   subcustodian   only  to  the  same   extent  such
               subcustodian  is responsible to the Custodian.  The Fund shall be
               entitled  to  review  the  Custodian's  contracts  with  any such
               subcustodians  appointed at the request of Fund.  Custodian shall
               be  responsible  to the  Fund for any  loss,  damage  or  expense
               suffered or incurred  by the Fund  resulting  from the actions or
               omission  of  any  Depository   only  to  the  same  extent  such
               Depository is responsible to Custodian.

          2.   Notwithstanding  any other  provisions of this Agreement,  Fund's
               foreign securities (as defined in Rule 17F-5(c)(1) under the 1940
               Act) and Fund's cash or cash  equivalents,  in amounts  deemed by
               the Fund to be  reasonably  necessary  to effect  Fund's  foreign
               securities  transactions,  may be held in the  custody  of one or
               more  banks or  trust  companies  acting  as  subcustodians,  and
               thereafter,  pursuant  to a  written  contract  or  contracts  as
               approved by Fund's  Board of  Directors,  may be  transferred  to
               accounts  maintained  by  any  such  subcustodian  with  eligible
               foreign  custodians,  as defined in Rule  17f-5(c)(2).  Custodian
               shall be responsible to the Fund for any loss,  damage or expense
               suffered or incurred  by the Fund  resulting  from the actions or


                                       15
<PAGE>

               omissions   of   any   foreign   subcustodians   or  a   domestic
               subcustodians  or a domestic  subcustodian  contracting with such
               foreign  subcustodians  only to the  same  extent  such  domestic
               subcustodian is responsible to the Custodian.

     T.   Accounts and Records Property of Fund

          Custodian  acknowledges that all of accounts and records maintained by
          Custodian  pursuant to this  Agreement  are the property of Fund,  and
          will be made available to Fund for inspection or reproduction within a
          reasonable  period of time, upon demand.  Custodian will assist Fund's
          independent  auditors,  or upon approval of Fund, or upon demand,  any
          regulatory  body,  in any  requested  review  of Fund's  accounts  and
          records but shall be  reimbursed by Fund for all expenses and employee
          time  invested  in any such  review  outside  of  routine  and  normal
          periodic reviews.  Upon receipt from Fund of the necessary information
          or instructions,  Custodian will supply information from the books and
          records  it  maintains  for Fund  that  Fund  needs  for tax  returns,
          questionnaires,  periodic  reports  to  shareholders  and  such  other
          reports and  information  requests as Fund and  Custodian  shall agree
          upon from time to time.

     U.   Adoption of Procedures

          Custodian  and Fund may from  time to time  adopt  procedures  as they
          agree upon,  and Custodian may  conclusively  assume that no procedure
          approved  or  directed by Fund or its  accountants  or other  advisors
          conflicts  with  of  violates  any  requirements  of  its  prospectus,
          articles  of  incorporation,  bylaws,  any  applicable  law,  rule  or
          regulation,  or any order,  decree or  agreement  by which Fund may be
          bound.  Fund will be responsible to notify Custodian of any changes in
          statutes,  regulations,  rules  requirements  or policies  which might
          necessitate changes in Custodian's responsibilities or procedures.

     V.   Overdrafts

          If Custodian shall in its sole discretion advance funds to the account
          of the Fund which  results in an overdraft in any Account  because the
          monies  held   therein  by   Custodian  on  behalf  of  the  Fund  are


                                       16
<PAGE>

          insufficient  to pay the  total  amount  payable  upon a  purchase  of
          securities  as  specified  in Fund's  instructions  or for some  other
          reason,  the amount of the  overdraft  shall be payable by the Fund to
          Custodian upon demand together with the overdraft  charge set forth on
          the then-current Fee Schedule from the date advanced until the date of
          payment.  Fund hereby grants Custodian a lien on any security interest
          in the assets of the Fund to secure the full amount of any outstanding
          overdraft and related overdraft charges.

     W.   Exercise of Rights; Tender Offers

          Upon  receipt  of  instructions,  the  Custodian  shall:  (a)  deliver
          warrants,  puts  calls,  rights or similar  securities  to the trustee
          therefor,  or to the agent of such issuer or trustee,  for the purpose
          of exercise or sale,  provided that the new securities,  cash or other
          assets, if any, are to be delivered to the Custodian;  and (b) deposit
          securities  upon  invitations for tenders  thereof,  provided that the
          consideration  for such  securities  is to be paid or delivered to the
          Custodian  or  the  tendered  securities  are  to be  returned  to the
          Custodian.

4.   INSTRUCTIONS.

     A.   The term  "instructions",  as used herein,  means  written  (including
          telecopied or telexed) or oral instructions which Custodian reasonably
          believes were given by a designated representative of Fund. Fund shall
          deliver to Custodian, prior to delivery of any assets to Custodian and
          thereafter from time to time as changes therein are necessary, written
          instructions  naming one or more  designated  representatives  to give
          instructions in the name and on behalf of Fund, which instructions may
          be received and accepted by  Custodian as  conclusive  evidence of the
          authority of any designated  representative to act for Fund and may be
          considered to be in full force and effect (and Custodian will be fully
          protected in acting in reliance thereon) until receipt by Custodian of
          notice to the contrary.  Unless such written  instructions  delegating
          authority to any person to give instructions  specifically  limit such
          authority  to specific  matters or require that the approval of anyone
          else  will  first  have  been  obtained,  Custodian  will be  under no


                                       17
<PAGE>

          obligation to inquire into the right of such person,  acting alone, to
          give any instructions whatsoever which Custodian may receive from such
          person. If Fund fails to prove Custodian any such instructions  naming
          designated  representatives,  any  instructions  received by Custodian
          from a person reasonably believed to be an appropriate  representative
          of Fund shall constitute valid and proper instructions hereunder.

     B.   No later than the next business day  immediately  following  each oral
          instruction,  Fund will send Custodian  written  confirmation  of such
          oral instruction. At Custodian's sole discretion, Custodian may record
          on tape, or otherwise, any oral instruction whether given in person or
          via telephone,  each such recording  identifying the parties, the date
          and the time of the beginning and ending of such oral instruction.

5.   LIMITATION OF LIABILITY OF CUSTODIAN

     A.   Custodian  shall at all time use reasonable care and due diligence and
          act  good  faith  in  performing  its  duties  under  this  Agreement.
          Custodian  shall not be responsible  for, and the Fund shall indemnify
          and hold  Custodian  harmless  from and  against,  any and all losses,
          damages,  costs,  charges,   counsel  fees,  payments,   expenses  and
          liability  which  may  be  asserted  against  Custodian,  incurred  by
          Custodian or for which Custodian may be held to be liable, arising out
          of or attributable to:

          1.   All actions taken by Custodian  pursuant to this Agreement or any
               instructions  provided to it hereunder,  provided that  Custodian
               has acted in good  faith and with due  diligence  and  reasonable
               care;  and

          2.   The Fund's  refusal  or failure to comply  with the terms of this
               Agreement (including without limitation the Fund's failure to pay
               or reimburse Custodian under this indemnification provision), the
               Fund's  negligence or willful  misconduct,  or the failure of any
               representation or warranty of the Fund hereunder to be and remain
               true and correct in all respects at all times.


                                       18
<PAGE>

     B.   Custodian may request and obtain at the expense of Fund the advice and
          opinion  of counsel  for Fund or of its own  counsel  with  respect to
          questions or matters of law, and it shall be without liability to Fund
          for any action  taken or omitted by it in good  faith,  in  conformity
          with such advice or opinion. If Custodian  reasonably believes that it
          could not prudently act according to the  instructions  of the Fund or
          the Fund's  accountants  or counsel,  it may in its  discretion,  with
          notice to the Funds, not act according to such instruction.

     C.   Custodian  may rely upon the advice  and  statements  of Fund,  Fund's
          accountants  and  officers or the other  authorized  individuals,  and
          other persons believed by it in good faith to be exert in matters upon
          which they are  consulted,  and Custodian  shall not be liable for any
          actions taken, in good faith, upon such advice and statements.

     D.   If Fund  requests  Custodian  in any capacity to take any action which
          involves the payment of money by Custodian,  or which might make it or
          its  nominee  liable  for  payment  of  monies  or in any  other  way,
          Custodian  shall be indemnified  and held harmless by Fund against any
          liability on account of such action;  provided,  however, that nothing
          herein shall obligate  Custodian to take any such action except in its
          sole discretion.

     E.   Custodian shall be protected in acting as custodian hereunder upon any
          instructions,  advice, notice, request, consent,  certificate or other
          instrument  or paper  appearing  to it to be genuine  and to have been
          properly  executed  and shall be entitled to receive  upon  request as
          conclusive proof of any fact or matter required to be ascertained from
          Fund  hereunder  a  certificate  signed by an  officer  or  designated
          representative of Fund.

     F.   Custodian  shall be under no duty or obligation  to inquire into,  and
          shall not be liable for:

          1.   The validity of the issue of any  securities  purchased by or for
               Fund,  the legality of the purchase of any  securities or foreign
               currency  positions or evidence of ownership  required by Fund to


                                       19
<PAGE>
               be  received  by  Custodian,  or  propriety  of the  decision  to
               purchase or amount paid therefor;

          2.   The legality of the sale of any  securities  or foreign  currency
               positions  by or for Fund,  or the  propriety  of the  amount for
               which the same are sold;

          3.   The  legality  of the  issue or sale of any Fund  Shares,  or the
               sufficiency of the amount to be received therefor;

          4.   The legality of the  repurchase or redemption of any Fund Shares,
               or the  propriety  of the amount to be paid  therefor;  or

          5.   The legality of the  declaration  of any dividend by Fund, or the
               legality  of the issue of any Fund Shares in payment of any stock
               dividend.

     G.   Custodian  shall not be liable for, or  considered to be Custodian of,
          any  money   represented   by  any  check  ,  draft   wire   transfer,
          clearinghouse  funds,  uncollected funds, or instrument for payment of
          money to be received by it on behalf of Fund until Custodian  actually
          receives  such money;  provided,  however,  that it shall  advise Fund
          promptly if it fails to receive any such money in the ordinary  course
          of  business  and shall  cooperate  with Fund toward the end that such
          money shall be received.

     H.   Except as provided in Section 3.S., Custodian shall not be responsible
          for loss occasioned by the acts,  neglects,  defaults or insolvency of
          any  broker,  bank,  trust  company,  or any  other  person  with whom
          Custodian may deal.

     I.   Custodian  shall not be responsible or liable for the failure or delay
          in performance of its obligations  under this  Agreement,  or those of
          any entity for which it is  responsible  hereunder,  arising out of or
          caused,  directly or indirectly by  circumstances  beyond the affected
          entity's  reasonable  control,  including,  without  limitations:  any
          interruption,  loss or  malfunction  of any  utility,  transportation,
          computer(hardware or software) or communication service;  inability to
          obtain labor,  material,  equipment or  transportation,  or a delay in
          mails;  governmental or exchange action, statute,  ordinance,  ruling,
          regulations  or  direction;   war,  strike,  riot,  emergency,   civil


                                       20
<PAGE>

          disturbance,   terrorism,   vandalism,   explosions,  labor  disputes,
          freezes,  floods,  fires,  tornadoes,  acts  of God or  public  enemy,
          revolutions, or insurrection.

     J.   IN NO EVENT  AND UNDER NO  CIRCUMSTANCES  SHALL  EITHER  PARTY TO THIS
          AGREEMENT BE LIABLE TO ANYONE,  INCLUDING,  WITHOUT  LIMITATION TO THE
          OTHER PARTY,  FOR  CONSEQUENTIAL,  SPECIAL OR PUNITIVE DAMAGES FOR ANY
          ACT OR FAILURE TO ACT UNDER ANY  PROVISION OF THIS  AGREEMENT  EVEN IF
          ADVISED OF THIS POSSIBILITY THEREOF.

6.   COMPENSATION. In consideration for its services hereunder, Fund will pay to
     Custodian  such  compensation  as shall  be set  forth  in a  separate  fee
     schedule to be agreed to by Fund and Custodian from time to time. A copy of
     the initial fee  schedule is  attached  hereto and  incorporated  herein by
     reference.  Custodian shall also be entitled to receive, and Fund agrees to
     pay  a  Custodian,   on  demand,   reimbursement   for   Custodian's   cash
     disbursements and reasonable  out-of-pocket  costs and expenses,  including
     attorney's  fees,  incurred by Custodian in connection with the performance
     of  services  hereunder.  Custodian  may charge such  compensation  against
     monies held by it for the account of Fund.  Custodian will also be entitled
     to charge  against any monies held by it for the account of Fund the amount
     of any loss, charge, liability,  advance, overdraft or expense for which it
     shall be entitled to reimbursement from Fund,  including but not limited to
     fees and expenses due to Custodian for other services  provided to the Fund
     by Custodian.  Custodian will be entitled to  reimbursement by the Fund for
     losses,  damages,   liabilities,   advances,  overdrafts  and  expenses  of
     subcustodians  only to the  extent  that  (i)  Custodian  would  have  been
     entitled to  reimbursement  hereunder if it had  incurred  that same itself
     directly,  and (ii)  Custodian is obligated to reimburse  the  subcustodian
     therefor.

7.   TERM AND  TERMINATION.  The initial term of this  Agreement  shall be for a
     period  of  _________.  Thereafter,  either  party  to this  Agreement  may
     terminate  the same by notice in  writing,  delivered  or  mailed,  postage
     prepaid,  to the other party  hereto and received not less than ninety (90)
     days prior to the date upon which such termination  will take effect.  Upon
     termination  of this  Agreement,  Fund  will  pay  Custodian  its  fees and


                                       21
<PAGE>

     compensation  due hereunder and its reimbursable  disbursements,  costs and
     expenses paid or incurred to such date and Fund shall designate a successor
     custodian by notice in writing to Custodian by the termination date. In the
     event no written order designating a successor custodian has been delivered
     to Custodian on or before the date when such termination becomes effective,
     then  Custodian  may, at its  option,  deliver  the  securities,  funds and
     properties  of  Fund  to a  bank  or  trust  company  at the  selection  of
     Custodian,  and meeting the  qualifications  for custodian set forth in the
     1940  Act and  having  not  less  that  Two  Million  Dollars  ($2,000,000)
     aggregate  capital,  surplus and  undivided  profits,  as shown by its last
     published  report,  or apply to a court of competent  jurisdiction  for the
     appointment of a successor  custodian or other proper  relief,  or take any
     other lawful action under the circumstances;  provided,  however, that Fund
     shall reimburse Custodian for its costs and expenses,  including reasonable
     attorney's  fees,  incurred in connection  therewith.  Custodian will, upon
     termination of this Agreement and payment of all sums due to Custodian from
     Fund hereunder or otherwise deliver to the successor custodian so specified
     or  appointed,  or as specified  by the court,  at  Custodian  office,  all
     securities then held by Custodian hereunder,  duly endorsed and in form for
     transfer, and all funds and other properties of Fund deposited with or held
     by Custodian  hereunder and Custodian will co-operate in effecting  changes
     in book-entries at all Depositories. Upon delivery to a successor custodian
     or as specified by the court, Custodian will have no further obligations or
     liabilities  under this  Agreement.  Thereafter  such successor will be the
     successor custodian under this Agreement and will be entitled to reasonable
     compensation  for its  services.  In the event that  securities,  funds and
     other  properties  remain in the possession of the Custodian after the date
     of termination  thereof owing to failure of the Fund to appoint a successor
     custodian,  the Custodian  shall be entitled to compensation as provided in
     the then-current fee schedule hereunder for its services during such period
     as the Custodian  retains  possession of such  securities,  funds and other
     properties, and the provisions of this Agreement relating to the duties and
     obligations of the Custodian shall remain in full force and effect.


                                       22
<PAGE>

8.   NOTICES.  Notices,  requests,  instructions and other writings addressed to
     Fund at  ______________________,  or at such other address as Fund may have
     designated  to Custodian in writing,  will be deemed to have been  properly
     given to Fund  hereunder;  and notices,  requests,  instructions  and other
     writings  addressed  to  Custodian  at its offices at 127 West 10th Street,
     Kansas City,  Missouri 64105,  Attention:  Custody  Department,  or to such
     other address as it may have designated to Fund in writing,  will be deemed
     to have been properly given to Custodian hereunder.

9.   MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio:

     A.   Each  Portfolio  shall be regarded  for all  purposes  hereunder  as a
          separate  party  apart from each other  Portfolio.  Unless the context
          otherwise requires,  with respect to every transaction covered by this
          Agreement,  every  reference  herein  to the Fund  shall be  deemed to
          relate solely to the  particular  Portfolio to which such  transaction
          relates.  Under no  circumstances  shall  the  rights,  obligation  or
          remedies  with respect to a particular  Portfolio  constitute a right,
          obligation  or remedy  applicable to any other  Portfolio.  The use of
          this single  document to  memorialize  the separate  agreement of each
          Portfolio is understood to be for clerical  convenience only and shall
          not constitute any basis for joining the Portfolios for any reason.

     B.   Additional  Portfolios may be added to this  Agreement,  provided that
          Custodian  consents  to such  addition.  Rates  or  charges  for  each
          additional  Portfolio shall be as agreed upon by Custodian and Fund in
          writing.

10.  MISCELLANEOUS.

     A.   This  Agreement  shall be construed  according  to, and the rights and
          liabilities  of the parties  hereto  shall be governed by, the laws of
          the  State  of  Missouri,  without  reference  to the  choice  of laws
          principle thereof.

     B.   All terms and  provisions  of this  Agreement  shall be binding  upon,
          inure to the benefit of and be  enforceable  by the parties hereto and
          their respective successors and permitted assigns.


                                       23
<PAGE>

     C.   The representations  and warranties and the  indemnification  extended
          hereunder  are  intended to and shall  continue  after and survive the
          expiration, termination or cancellation of this Agreement.

     D.   No  provisions  of the  Agreement  may be amended or  modified  in any
          manner except by a written agreement properly  authorized and executed
          by each party hereto.

     E.   The  failure of either  party to insist  upon the  performance  of any
          terms  or  conditions  of this  Agreement  or to  enforce  any  rights
          resulting  form any breach of any of the terms or  conditions  of this
          Agreement, including the payment of damages, shall not be construed as
          a continuing or permanent waiver of any such terms, conditions, rights
          or  privileges,  but the same shall  continue and remain in full force
          and  effect as if no such  forbearance  or  waiver  had  occurred.  No
          waiver,  release or discharge of any party's rights hereunder shall be
          effective unless contained in a written instrument signed by the party
          sought to be charged.

     F.   The  captions  in  the  Agreement  are  included  for  convenience  of
          reference  only, and in no way define or delimit any of the provisions
          hereof or otherwise affect their construction or effect

     G.   This  Agreement  may be executed  into or more  counterparts,  each of
          which  shall be deemed an  original  but all of which  together  shall
          constitute one and the same instrument.

     H.   If any part,  term or provision of this Agreement is determined by the
          courts or any regulatory authority to be illegal, in conflict with any
          law or otherwise  invalid,  the remaining portion or portions shall be
          considered  severable  and  not  be  affected,   and  the  rights  and
          obligations  of the parties  shall be construed and enforced as if the
          Agreement did not contain the particular  part, term or provision held
          to be illegal or invalid.

     I.   This  Agreement may not be assigned by either party hereto without the
          prior written consent of the other party.


                                       24
<PAGE>

     J.   Neither the  execution  nor  performance  of this  Agreement  shall be
          deemed  to  create a  partnership  or  joint  venture  by and  between
          Custodian and Fund.

     K.   Except as specifically provided herein, this Agreement does not in any
          way affect any other agreements  entered into among the parties hereto
          and any actions taken or omitted by either party  hereunder  shall not
          affect any rights or obligations of the other party hereunder.


     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their respective duly authorized officers.




                                        INVESTORS FIDUCIARY TRUST COMPANY


                                        By:  /s/Allen A. Straw
                                             Title: Executive Vice President




                                        FUND




                                        By:  /s/Bernadette N. Finn
                                             Title: Secretary


                                       25
<PAGE>



EXHIBIT A




                       INVESTORS FIDUCIARY TRUST COMPANY
                   AVAILABILITY SCHEDULE BY TRANSACTION TYPE






<TABLE>
<CAPTION>
          TRANSACTION                        DTC                      PHYSICAL                      FED

     TYPE      CREDIT DATE         FUNDS TYPE     CREDIT DATE    FUNDS TYPE     CREDIT DATE    FUNDS TYPE
                                  

<S>            <C>                 <C>            <C>            <C>            <C>            <C>
Calls Puts     As Received         C or F*        As Received    C or F*

Maturities     As Received         C or F*        Maturity Date  C or F*        Maturity Date  F

Tender Reorgs. As Received         C              As Received    C              N/A

Dividends      Paydate             C              Paydate        C              N/A

Floating Rate  Paydate             C              Paydate        C              N/A
Int.

Floating Rate                                     As Rate        C              N/A
Int. (No Rate) N/A                                Received

Mtg. Backed    Paydate             C              Paydate + 1    C              Paydate        F
P&I                                               Bus. Day

Fixed Rate
Inc.           Paydate             C              Paydate        C              Paydate        F

Euroclear      N/A                 C              Paydate        C

</TABLE>




Legend


C =   Clearinghouse Funds
F =   Fed Funds
N/A = Not Applicable
   *  Availability based in how received.



                                       26
<PAGE>



                                   EXHIBIT A



   Name of Fund



   California Daily Tax Free Income Fund, Inc. *
   Connecticut Daily Tax Free Income Fund, Inc. *
   Cortland Trust Inc. *
   Daily Tax Free Income Fund, Inc. *
   Florida Daily Municipal Income Fund +
   Institutional Daily Income Fund +
   Michigan Daily Tax Free Income Fund, Inc. *
   New Jersey Daily Municipal Income Fund, Inc. *
   New York Daily Tax Free Income Fund, Inc. *
   North Carolina Daily Municipal Income Fund, Inc. *
   Pennsylvania Daily Municipal Income Fund +
   Reich & Tang Equity Fund, Inc. *
   Reich & Tang Government Securities Trust +
   Short Term Income Fund, Inc. *
   Tax Exempt Proceeds Funds, Inc. *




*    Maryland Corporation
+    Massachusetts Business Trust










Dated:    August 30, 1994









                                       27