EXHIBIT 10.1

                                CUSTODY AGREEMENT


         THIS  CUSTODY  AGREEMENT  ("Agreement"),  dated as of 11/24,  2009,  is
entered  into by and between  THE  HUNTINGTON  NATIONAL  BANK,  a national  bank
organized under the laws of the United States (the  "CUSTODIAN" or "BANK"),  and
Infinity  Capital  Group,  Inc.,  a business  trust formed under the laws of the
State of Maryland ("TRUST").

                              W I T N E S S E T H:

         WHEREAS,  the Custodian serves as custodian and foreign custody manager
for certain of its customers; and

         WHEREAS,  the Trust wishes to employ  Custodian to act as its custodian
and as the foreign  custody manager for the Trust to provide for the custody and
safekeeping  of the assets of the Trust as required  by the Act,  and to provide
related  services,  all as provided  herein,  and Custodian is willing to accept
such employment, subject to the terms and conditions herein set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Custodian and Trust hereby agree, as follows:

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

         ACT OR 1940 ACT  shall  mean the  Investment  Company  Act of 1940,  as
amended from time to time.

         1934 ACT shall mean the Securities and Exchange Act of 1934, as amended
from time to time.

         ADVANCE(S)  shall  mean any  extension  of  credit  by or  through  the
Custodian  or by  or  through  any  Sub-custodian  and  shall  include,  without
limitation,  amounts due to the Custodian or any  Sub-custodian as the principal
counterparty  to any foreign  exchange  transaction  with the Trust,  or paid to
third  parties for account of the Trust or in discharge  of any expense,  tax or
other item payable by the Trust.

         AGENT(S) shall have the meaning set forth in Section 8 hereof.

         APPLICABLE  LAW shall mean with respect to each  jurisdiction,  all (a)
laws, statutes, treaties,  regulations,  guidelines (or their equivalents);  (b)
orders,  interpretations,  licenses and  permits;  and (c)  judgments,  decrees,
injunctions,  writs,  orders  and  similar  actions  by  a  court  of  competent
jurisdiction,  compliance with which is required or customarily observed in such
jurisdiction.

         AUTHORIZED  PERSON(S)  shall mean any  person,  whether or not any such
person is an Officer or employee  of the Trust,  who is duly  authorized  by the
Board of  Trustees of the Trust to give  Instructions  on behalf of the Trust or
any Fund in accordance  with Section 4 herein,  and named in APPENDIX A attached
hereto and as amended from time to time by  resolution of the Board of Trustees,
certified by an Officer, and received by the Custodian.

         BOARD OF TRUSTEES  shall mean the  Trustees  from time to time  serving
under the  Trust's  Agreement  and  Declaration  of Trust,  as from time to time
amended.

         BOOK-ENTRY SYSTEM shall mean a federal book-entry system as provided in
Subpart O of Treasury  Circular No. 300, 31 CFR 306, in Subpart B of 31 CFT Part
350, or in such book-entry  regulations of federal agencies as are substantially
in the form of Subpart O.

         CLEARING  CORPORATION  shall mean any entity or system  established for
purposes  of  providing  securities   settlement  and  movement  and  associated
functions for a given market.

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         DELEGATION  SCHEDULE  shall mean any  separate  schedule  entered  into
between  the  Custodian  and the  Trust or its  authorized  representative  with
respect to certain  matters  concerning  theadministration  of Investments  held
outside of the United States and the appointment of Eligible Foreign Custodians"
under the provisions of Rule 17f-5 of the 1940 Act.

         DIVIDEND AND TRANSFER  AGENT shall mean the dividend and transfer agent
appointed,  from time to time,  pursuant  to a  written  agreement  between  the
dividend and transfer agent and the Trust.

         FINRA means the Financial Industry Regulatory Authority.

         FOREIGN FINANCIAL  REGULATORY AUTHORITY shall have the meaning given by
Section 2(a)(50) of the 1940 Act.

         FUND(S)  shall mean each  series of the Trust  listed in Appendix B and
any  additional  series  added  pursuant  to Written  Instructions.  A series is
individually  referred  to as a  "Fund"  and  collectively  referred  to as  the
"Funds."

         INSTRUCTION(S)  shall mean Oral  Instructions or Written  Instructions.
Instructions may be continuing  Written  Instructions when deemed appropriate by
both parties.

         INVESTMENT(S)  shall mean any  investment  asset of the Trust  and/or a
Fund, including without limitation, Money Market Securities and Securities.

         MONEY MARKET SECURITY shall mean debt obligations  issued or guaranteed
as to  principal  and/or  interest  by the  government  of the United  States or
agencies or instrumentalities thereof,  commercial paper, obligations (including
certificates of deposit, bankers' acceptances, repurchase agreements and reverse
repurchase  agreements with respect to the same),  and time deposits of domestic
banks and thrift  institutions whose deposits are insured by the Federal Deposit
Insurance  Corporation,  and short-term corporate obligations where the purchase
and sale of such  securities  normally  require  settlement  in federal funds or
their  equivalent on the same day as such purchase and sale, all of which mature
in not more than thirteen (13) months.

         OFFICER shall mean the Chairman, President,  Secretary,  Treasurer, any
Vice President, Assistant Secretary or Assistant Treasurer of the Trust.

         ORAL  INSTRUCTIONS  shall mean Instructions  orally  transmitted to and
received by the Custodian  from an Authorized  Person (or from a person that the
Custodian  reasonably  believes  in good faith to be an  Authorized  Person) and
confirmed  by  Written   Instructions   in  such  a  manner  that  such  Written
Instructions  are received by the  Custodian  on the Business Day in  accordance
with Section 4 herein  immediately  following receipt of such Oral Instructions,
provided, however, The Trust agrees that the failure of the Custodian to receive
such  confirming  instructions  shall  in no  way  affect  the  validity  of the
transactions  or  enforceability  of the  transactions  authorized  by such Oral
Instructions.

         PROSPECTUS  shall  mean with  respect to each  Fund,  the  Fund's  then
currently effective prospectus and Statement of Additional Information, as filed
with and declared  effective  from time to time by the  Securities  and Exchange
Commission.

         SEC shall mean the  Securities  and Exchange  Commission  of the United
States.

         SECURITY  OR  SECURITIES  shall mean Money  Market  Securities,  common
stock, preferred stock, options,  financial futures,  bonds, notes,  debentures,
corporate debt securities,  mortgages,  bank  certificates of deposit,  bankers'
acceptances,   mortgage-backed   securities   or  other   obligations   and  any
certificates, receipts, warrants, or other instruments or documents representing
rights  to  receive,  purchase,  or  subscribe  for the  same or  evidencing  or

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representing  any other rights or interest  therein,  or any similar property or
assets,  including  securities of any registered  investment  company,  that the
Custodian has the facilities to clear and to service.

         SECURITIES  DEPOSITORY  shall mean a central  or book  entry  system or
clearing agency  established  under Applicable Law for purposes of recording the
ownership,  transfer,  and/or  entitlement to investment  securities for a given
market.

         SUB-CUSTODIAN(S)  shall  mean  each  Sub-custodian   appointed  by  the
Custodian  pursuant  to  Section 8 of this  Agreement,  but  shall  not  include
Securities Depositories.

         TRUST  shall  mean  the  business  trust  which  is the  party  to this
Agreement,  and which is an open-end  management  investment  company registered
under the Act.

         WRITTEN  INSTRUCTIONS means communications in writing actually received
by the  Custodian  from an  Authorized  Person in  accordance  with Section 4. A
communication in writing includes a communication by facsimile, telex or between
electro-mechanical  or  electronic  devices as set forth in Section 4 (where the
use of such devices have been  approved by  resolution  of the Board of Trustees
and the  resolution is certified by an Officer and delivered to the  Custodian).
All  written  communications  shall be  directed  to the  Custodian,  attention:
Institutional Trust Custody Group.


         1.  APPOINTMENT  OF  CUSTODIAN;  ACCEPTANCE.  Trust hereby  designates,
constitutes, and appoints Custodian as custodian and its foreign custody manager
for all  Investments  and  cash  owned  by each  Fund at any  time  during  this
Agreement,  and Custodian  hereby accepts such appointment and agrees to perform
the duties thereof as provided in this Agreement.

         2.  FURNISHING  OF DOCUMENTS;  AND  REPRESENTATIONS  AND  WARRANTIES OF
TRUST.

         2.1 The following documents,  including any amendments thereto, will be
provided contemporaneously with the execution of the Agreement, to the Custodian
by the Trust:

         1)       A copy of the  Declaration of Trust of the Trust  certified by
                  the Secretary.
         2)       A copy of the By-Laws of the Trust certified by the Secretary.
         3)       A copy of the resolution of the Board of Trustees of the Trust
                  appointing the Custodian, certified by the Secretary.
         4)       A copy of the then current Prospectuses.
         5)       A  Certificate  of the  President  and  Secretary of the Trust
                  setting  forth  the  names and  signatures  of all  Authorized
                  Persons.

         In addition, the Trust agrees to notify the Custodian in writing of the
         appointment,  termination  or change in appointment of any Dividend and
         Transfer Agent.

         2. 2.  REPRESENTATIONS  AND  WARRANTIES  OF TRUST:  The Trust makes the
following representations and warranties to Custodian:

         2.2.1 The  obligations  of the Trust set forth in this  Agreement  have
         been  authorized  by the  Trust's  Board of  Trustees,  acting  as such
         Trustees  for and on behalf of the  Trust,  pursuant  to the  authority
         vested  in them  under  the  laws of the  State of its  formation,  the
         Declaration of Trust and the By-Laws of the Trust,  provided,  however,
         that this  Agreement  has been  executed  by  Officers  of the Trust as
         officers,  and not individually,  and the obligations  contained herein
         are not binding upon any of the Trustees,  Officers,  agents or holders
         of  shares,  personally,  but bind  only the Trust and then only to the
         extent of the assets of the Trust.

         2.2.3  Appendix  A sets  forth  the  names  and the  signatures  of all
         Authorized Persons as of this date, as certified by Trust. Trust agrees
         to furnish to the  Custodian  a new  Appendix A in form  similar to the
         attached  Appendix A, if any present  Authorized Person ceases to be an

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         Authorized Person or if any other or additional  Authorized Persons are
         elected or appointed.  Until such new Appendix A shall be received, the
         Custodian  shall be fully  protected in acting under the  provisions of
         this  Agreement  upon  Instructions  or  signatures of the then current
         Authorized Persons as set forth in the last delivered Appendix A.

         2.2.3 This Agreement to the best of Trust's knowledge, does not violate
         any  constitutive  document,  agreement,  judgment,  order or decree to
         which the Trust is a party or by which it is bound,  including  without
         limitation  any agreement in effect  pertaining to the assets which may
         be maintained under this Agreement.

         2.2.4 By providing a Written Instruction with respect to an acquisition
         of an  Investment  in a  jurisdiction  other than the United  States of
         America,  the Trust shall be deemed to have  confirmed to the Custodian
         that the Trust has (i) assessed  and  accepted all material  Country or
         Sovereign Risks and accepted responsibility for their occurrence,  (ii)
         made  all  determinations  required  to be  made  by  the  Trust  under
         Applicable Law, and (iii) appropriately and adequately disclosed to all
         persons  who  have  rights  in or to  such  Investments,  all  material
         investment   risks,   including  those  relating  to  the  custody  and
         settlement  infrastructure  or the  servicing  of  securities  in  such
         jurisdiction.

         2.2.5.  By providing a Written  Instruction in respect of an Investment
         (which  Written  Instruction  may  relate to among  other  things,  the
         execution  of trades),  the Trust  hereby (i)  authorizes  Custodian to
         complete  such   documentation   as  may  be  reasonably   required  or
         appropriate for the execution of the Written Instruction, and agrees to
         be  contractually  bound  to the  terms of such  documentation  "as is"
         without  recourse  against  Custodian;  (ii)  represents,  warrants and
         covenants  that  Trust has  accepted  and  agreed  to  comply  with all
         Applicable  Law,  terms and  conditions  to which Trust and/or  Trust's
         Investment may be bound,  including  without  limitation,  requirements
         imposed by the Investment prospectus or offering circular, subscription
         agreement,  any  application  or  other  documentation  relating  to an
         Investment   (e.g.,   compliance  with  suitability   requirements  and
         eligibility restrictions); (iii) acknowledges and agrees that Custodian
         will not be responsible for the accuracy of any information provided to
         Custodian  by  or on  behalf  of  the  Trust,  or  for  any  underlying
         commitment or obligation  inherent to an Investment;  (iv)  represents,
         warrants and covenants that Trust will not effect any sale, transfer or
         disposition  of  Investment(s)  held in  Custodian's  name by any means
         other  than the  issuance  of an Written  Instructions  by the Trust to
         Custodian;  (v) acknowledges that collective investment schemes (and/or
         their agent(s)) in which the Trust invests may pay to Custodian certain
         fees  (including  without  limitation,   shareholder  servicing  and/or
         trailer  fees) in respect of the Trust's  investments  in such schemes;
         (vi)  represents,  warrants  and  covenants  that  Trust  will  provide
         Custodian  with such  information  as is  necessary or  appropriate  to
         enable Custodian's performance pursuant to an Instruction or under this
         Agreement;  and (vii)  represents  that unless  otherwise  disclosed to
         Custodian in writing,  that Trust is not a "Plan"  (which term includes
         (1) employee benefit plans that are subject to the United States ("US")
         Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),
         or plans,  individual  retirement  accounts and other arrangements that
         are subject to Section 4975 of the US Internal Revenue Code of 1986, as
         amended (the "Code"),  (2) plans,  individual  retirement  accounts and
         other  arrangements  that are  subject  to the  prohibited  transaction
         provisions of Section 406 of ERISA or Section 4975 of the Code, and (3)
         entities the underlying assets of which are considered to include "plan
         assets"  of  such  plans,  accounts  and  arrangements),  or an  entity
         purchasing shares on behalf of, or with the "plan assets" of, a Plan.

         3. REPRESENTATIONS AND WARRANTIES OF CUSTODIAN.

         3.1 Custodian hereby represents and warrants that it is a national bank
duly  organized  under the laws of the United  States of  America  and that this
Agreement has been duly executed by the Custodian and to the best of Custodian's
knowledge  will not  violate any  Applicable  Law or any  agreement,  instrument
judgment order or decree which Custodian is a party or to which it is bound.

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         4. INSTRUCTIONS.

         4.1 AUTHORIZED  PERSONS.  The Custodian may treat any Authorized Person
as having  full  authority  of the  Trust to issue  Instructions  hereunder  The
Custodian shall be entitled to rely upon the authority of any Authorized Persons
until it receives appropriate written notice from the Custodian to the contrary.

         4.2  FORM  OF   INSTRUCTION.   Each   Instruction,   other   than  Oral
Instructions,   shall  be   transmitted   by  such   secured  or   authenticated
electro-mechanical  means as  Custodian  shall make  available to the Trust from
time to time unless the Trust shall elect to transmit  such Written  Instruction
in accordance with Subsections (a) through (c) of this Section.

         (a) WRITTEN INSTRUCTIONS.  Written Instructions may be transmitted in a
writing that bears the manual signature of Authorized Persons.

         (b)   CUSTODIAN   DESIGNATED   SECURED-TRANSMISSION   METHOD.   Written
Instructions may be transmitted  through a secured or tested  electro-mechanical
means  identified  by the  Trust or by an  Authorized  Person  entitled  to give
Instruction  and   acknowledged   and  accepted  by  the  Custodian  and/or  its
Sub-custodian(s),  it being understood that such acknowledgment  shall authorize
the  Custodian  to accept  such  means of  delivery  but shall not  represent  a
judgment  by the  Custodian  as to the  reasonableness  or security of the means
utilized by the Authorized Person.

         (c) OTHER FORMS OF INSTRUCTION. Instructions may also be transmitted by
another means determined by the Trust or Authorized Persons and acknowledged and
accepted  by the  Custodian  and/or its  Sub-custodian(s)  (subject  to the same
limits  as to  acknowledgements  as are  contained  in  Subsection  (b),  above)
including  Oral  Instructions,  and  Instructions  by SWIFT or telefax  (whether
tested or untested).

When an Instruction is given by means  established under Subsections (a) through
(c), it shall be the  responsibility  of the Custodian to use reasonable care to
adhere to any security or other  procedures  established in writing  between the
Custodian and the Authorized  Person with respect to such means of  Instruction,
but the Authorized  Person shall be solely  responsible for determining that the
particular  means  chosen  is  reasonable  under  the  circumstances.   If  Oral
Instructions  are  transmitted  to and received by Custodian  from an Authorized
Person,  Custodian may act on any such  instructions  which it reasonably and in
good faith believes is such an Authorized  Person.  Oral  Instructions  shall be
binding  upon the  Custodian  only if and when the  Custodian  takes action with
respect thereto.  Oral Instructions  shall be confirmed by Written  Instructions
not later  than the  Business  Day  immediately  following  receipt of such Oral
Instructions in the manner set forth herein, provided, however, The Trust agrees
that the failure of the Custodian to receive such confirming  instructions shall
in no way affect the  validity  of the  transactions  or  enforceability  of the
transactions hereby authorized by the Trust. The Trust agrees that the Custodian
shall incur no liability to the Trust for acting upon Oral Instructions given to
the Custodian  hereunder  concerning such transactions.  With respect to telefax
instructions,  the  parties  agree  and  acknowledge  that  receipt  of  legible
instructions cannot be assured, that the Custodian cannot verify that authorized
signatures on telefax  instructions are original or properly  affixed,  and that
the  Custodian  shall not be liable  for  losses or  expenses  incurred  through
actions  taken in reliance on  inaccurately  stated,  illegible or  unauthorized
telefax  instructions.  The  provisions of Section 4A of the Uniform  Commercial
Code shall apply to funds transfers performed in accordance with Instructions.

         4.3 COMPLETENESS AND CONTENTS OF  INSTRUCTIONS.  The Authorized  Person
shall be  responsible  for assuring  the adequacy and accuracy of  Instructions.
Particularly,   upon  any   acquisition  or  disposition  or  other  dealing  in
Investments and upon any delivery and transfer of any Investment or moneys,  the
person  initiating the Instruction  shall give the Custodian an Instruction with
appropriate  detail.  If the Custodian  determines that an Instruction is either
unclear  or   incomplete,   the   Custodian  may  give  prompt  notice  of  such
determination  to the Trust,  and the Trust shall  thereupon  amend or otherwise
reform the Instruction. In such event, the Custodian shall have no obligation to
take any action in response to the  Instruction  initially  delivered  until the
redelivery of an amended or reformed Instruction.

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         4.4 TIMELINESS OF  INSTRUCTIONS.  In giving an  Instruction,  the Trust
shall take into consideration delays which may occur due to the involvement of a
Sub-custodian or agent,  differences in time zones, and other factors particular
to a given  market,  exchange  or issuer.  When the  Custodian  has  established
specific timing  requirements or deadlines with respect to particular classes of
Instruction,  or when an Instruction is received by the Custodian at such a time
that it could not reasonably be expected to have acted on such  instruction  due
to time zone  differences or other factors beyond its  reasonable  control,  the
execution of any Instruction received by the Custodian after such deadline or at
such time (including any  modification or revocation of a previous  Instruction)
shall be at the risk of the Trust.

         5 PURCHASE AND SALE OF INVESTMENTS.

         5.1 DELIVERY OF INVESTMENTS.  During the term of this Agreement,  Trust
will deliver or cause to be delivered to the  Custodian  all  Investments  to be
held by the Custodian for the account of any Fund.  Custodian  will not have any
duties or  responsibilities  with  respect to such  Investments  until  actually
received by the  Custodian.  The  Custodian is hereby  authorized  by the Trust,
acting on behalf of a Fund,  to  actually  deposit any assets of the Fund in the
Book-Entry System or in a Securities  Depository,  provided,  however,  that the
Custodian  shall be  accountable  to the  Trust  for the  assets  of the Fund so
deposited.  Assets deposited in the Book-Entry System or the Security Depository
will be  represented in accounts which include only assets held by the Custodian
for customers, including but not limited to accounts in which the Custodian acts
in a fiduciary or representative  capacity. As and when received,  the Custodian
shall  deposit to the  account(s)  of a Fund any and all  payments for Shares of
that Fund issued or sold from time to time as they are received from the Trust's
distributor  or  Dividend  and  Transfer  Agent or from the  Trust  itself.  The
Custodian shall not be responsible for any Securities, moneys or other assets of
any Fund until actually received.

         5. 1.1  PURCHASE  OF  INVESTMENTS.  Promptly  after  each  purchase  of
         Investments by the Trust,  the Trust shall deliver to the Custodian (i)
         with respect to each purchase of Investments which are not Money Market
         Securities,  Written  Instructions,  and  (ii)  with  respect  to  each
         purchase  of Money  Market  Securities,  Oral or Written  Instructions,
         specifying with respect to each such purchase the:

         1)       Name of the issuer and the title of the securities;
         2)       Number of shares,  principal  amount  purchased  (and  accrued
                  interest, if any) or other units purchased;
         3)       Date of purchase and settlement;
         4)       Purchase price per unit;
         5)       Total amount payable;
         6)       Name of the person from whom, or the broker through which, the
                  purchase was made;
         7)       Name of the person to whom such amount is payable; and
         8)       Name of the Fund for which the purchase was made.

         The Custodian shall, against receipt of Investments purchased by or for
         the Trust,  pay out of the moneys held for the account of such Fund the
         total amount specified in the Written  Instructions to the person named
         therein.  The  Custodian  shall not be under any  obligation to pay out
         moneys to cover the cost of a purchase of Investments for a Fund, if in
         the relevant Fund custody account there is insufficient  cash available
         to the Fund for which  such  purchase  was made.  With  respect  to any
         repurchase  agreement  transaction  for the Funds,  the Custodian shall
         assure  that the  collateral  reflected  on the  transaction  advice is
         received by the Custodian.

         5.2. SALE OF INVESTMENTS.  Promptly after each sale of Investments by a
Fund,  the Trust shall deliver to the Custodian (i) with respect to each sale of
Investments which are not Money Market  Securities,  Written  Instructions,  and
(ii) with  respect  to each sale of Money  Market  Securities,  Oral or  Written
Instructions, specifying with respect to each such sale the:

         1)       Name of the issuer and the title of the Investments;
         2)       Number of shares, principal amount sold (and accrued interest,
                  if any) or other units sold;

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         3)       Date of sale and settlement;
         4)       Sale price per unit;
         5)       Total amount receivable;
         6)       Name of the person to whom, or the broker through  which,  the
                  sale was made,
         7)       Name  of  the  person  to  whom  such  Investments  are  to be
                  delivered, and
         8)       Fund for which the sale was made;

The Custodian shall deliver the Investments  against receipt of the total amount
specified in the Instructions.

         5.3 DELIVERY  VERSUS  PAYMENT FOR  PURCHASES  AND SALES.  Purchases and
sales of  Investments  effected by Custodian  will be made on a delivery  versus
payment basis in accordance  with  generally  accepted trade  practices,  or the
terms of the instrument representing such Investment.  The Custodian may, in its
sole  discretion,  upon  receipt  of  Written  Instructions,  elect to  settle a
purchase or sale  transaction  in some other  manner,  but only upon  receipt of
acceptable indemnification from the Fund.

         5.4 PAYMENT ON SETTLEMENT  DATE. On  contractual  settlement  date, the
account of the Fund will be charged for all  purchased  Investments  settling on
that  day,  regardless  of  whether  or  not  delivery  is  made.  Likewise,  on
contractual settlement date, proceeds from the sale of Investments settling that
day  will  be  credited  to the  account  of  Fund,  irrespective  of  delivery.
Exceptions to contractual  settlement on purchases and sales, that will continue
to settle  delivery  versus  payment,  include  real  estate,  venture  capital,
international   trades,   open-ended  mutual  funds,  non  standard   depository
settlements and in-kind trades.

         5.5 SEGREGATED  ACCOUNTS.  The Custodian shall, upon receipt of Written
Instructions  so directing it,  establish  and maintain a segregated  account or
accounts for and on behalf of a Fund. Cash and/or Investments may be transferred
into such account or accounts for specific purposes, to-wit:

         1)       In accordance  with the  provision of any agreement  among the
                  Trust, the Custodian, and a broker-dealer registered under the
                  1934  Act,  and also a member  of the  FINRA  (or any  futures
                  commission  merchant  registered under the Commodity  Exchange
                  Act),  relating  to  compliance  with the rules of the Options
                  Clearing Corporation and of any registered national securities
                  exchange,  the  Commodity  Futures  Trading  Commission,   any
                  registered  contract  market,  or any similar  organization or
                  organizations  requiring escrow or other similar  arrangements
                  in connection with transactions by the Fund;

         2)       For purposes of segregating  cash or Investments in connection
                  with  options  purchased,  sold,  or  written  by the  Fund or
                  commodity  futures  contracts or options thereon  purchased or
                  sold by the Fund;

         3)       For the purpose of compliance by the Fund with the  procedures
                  required for reverse  repurchase  agreements,  firm commitment
                  agreements, standby commitment agreements, short sales, or any
                  other  securities by Act Release No. 10666,  or any subsequent
                  release  or  releases  or  rule  of the  SEC  relating  to the
                  maintenance  of segregated  accounts by registered  investment
                  companies;

         4)       For  the  purpose  of  segregating  collateral  for  loans  of
                  Investments made by the Fund; and

         5)       For other proper corporate purposes, but only upon receipt of,
                  in addition to  Instructions,  a copy of a  resolution  of the
                  Board of Trustees,  certified by an Officer, setting forth the
                  purposes of such segregated account.

Each  segregated  account   established   hereunder  shall  be  established  and
maintained  for a single Fund only.  All  Instructions  relating to a segregated
account shall specify the Fund involved.

         5.6 ADVANCES FOR SETTLEMENT.  Except as otherwise may be agreed upon by
the  parties  hereto,  Custodian  shall  not be  required  to  comply  with  any
Instructions  to settle  the  purchase  of any  Investments  on behalf of a Fund
unless there is sufficient cash in the account(s) pertaining to such Fund at the
time or to settle the sale of any  Investments  from such an  account(s)  unless

                                      -7-
<PAGE>

such Investments are in deliverable form.  Notwithstanding the foregoing, if the
purchase price of such Investments  exceeds the amount of cash in the account(s)
at the time of such purchase, Custodian may, in its sole discretion, advance the
amount of the  difference  in order to settle the purchase of such  Investments.
The amount of any such  advance  shall be deemed a loan from  Custodian to Trust
payable on demand and bearing interest  accruing from the date such loan is made
up to but not  including  the date  such  loan is  repaid  at the rate per annum
customarily charged by Custodian on similar loans.

          5.7.   SAFEKEEPING  OF  TRUST  ASSETS.  The  Custodian  shall  not  be
responsible for (a) the safekeeping of Investments not delivered or that are not
caused to be issued to it or its Sub-custodians,  or, (b) pre-existing faults or
defects  in   Investments   that  are   delivered   to  the   Custodian  or  its
Sub-custodians.  The  Custodian  shall hold  Investments  for the account of the
Trust and shall segregate Investments from assets belonging to the Custodian and
shall cause its Sub-custodians to segregate Investments from assets belonging to
the  Sub-custodian in an account held for the Trust or in an account  maintained
by the Sub-custodian  generally for non-proprietary assets of the Custodian.  In
the event of a loss of a Security for which loss the  Custodian  is  responsible
under the terms of this Agreement, the Custodian shall replace such Security, or
in the event that such replacement  cannot be effected,  the Custodian shall pay
to the  Trust  the  fair  market  value  of such  Investment  based  on the last
available  price as of the close of business in the relevant  market on the date
that a claim was first made to the Custodian with respect to such loss, or, such
other lesser amount as shall be agreed by the parties.

         6. ADMINISTRATIVE DUTIES CUSTODIAN.

         6.1 DUTIES. Custodian shall perform the following administrative duties
with respect to and in connection with Investments of the Trust.

         A. SEGREGATION OF NON-CASH ASSETS; USE OF SECURITIES DEPOSITORIES.  All
Investments  and non-cash  property  held by the  Custodian for the account of a
Fund (other than Investments maintained in a Securities Depository or Book-entry
System)  shall be  physically  segregated  from other  Investments  and non-cash
property in the  possession  of the Custodian  (including  the  Investments  and
non-cash property of the other Funds) and shall be identified as subject to this
Agreement.  The Custodian may deposit and maintain Investments in any Securities
Depository,  either directly or through one or more Sub-custodians  appointed by
the Custodian.  Investments  held in a Securities  Depository  shall be held (a)
subject to the  agreement,  rules,  statement of terms and  conditions  or other
document or  conditions  effective  between the  Securities  Depository  and the
Custodian  or the  Sub-custodian,  as the case may be, and (b) in an account for
the  Trust  or  in  bulk   segregation   in  an  account   maintained   for  the
non-proprietary  assets of the entity holding such Investments in the Securities
Depository.  If market  practice or the rules and  regulations of the Securities
Depository  prevent the Custodian,  the  Sub-custodian  or (any agent of either)
from holding its client assets in such a separate  account,  the Custodian,  the
Sub-custodian or other agent shall as appropriate segregate such Investments for
the  benefit of the Trust from the assets held for the benefit of clients of the
Custodian's generally on its own books.

         B. SECURITIES IN BEARER AND REGISTERED FORM. All Investments held which
are issued or issuable  only in bearer form,  shall be held by the  Custodian in
that form; all other  Investments  held for a Fund may be registered in the name
of the Custodian, any sub-custodian appointed in accordance with this Agreement,
or the  nominee of any of them.  The Trust  agrees to  furnish to the  Custodian
appropriate  instruments  to enable the  Custodian to hold, or deliver in proper
form for transfer,  any Investments that it may hold for the account of any Fund
and  which  may,  from  time  to  time,  be  registered  in the  name of a Fund.
Investments which are certificated may be held in registered or bearer form: (a)
in the Custodian's  vault;  (b) in the vault of a Sub-custodian  or agent of the
Custodian or a Sub-custodian;  or (c) in an account maintained by the Custodian,
Sub-custodian  or agent  at a  Securities  Depository,  all in  accordance  with
customary market practice in the jurisdiction in which any Investments are held.
Investments which are registered may be registered in the name of the Custodian,
a  Sub-custodian,  or in the  name  of the  Trust  or a  nominee  for any of the
foregoing,  and may be held in any  manner  set forth in this  Section 6 with or
without  any   identification  of  fiduciary   capacity  in  such  registration.

                                      -8-
<PAGE>

Investments  which are  represented  by book-entry  may be so held in an account
maintained by the book-entry agent on behalf of the Custodian,  a Sub-custodian,
an Agent of the Custodian, or a Securities Depository.

         C. DUTIES OF CUSTODIAN AS TO SECURITIES. Unless otherwise instructed by
the Trust,  with respect to all  Investments  held for the Trust,  the Custodian
shall:

         1)       Collect  all  income  due and  payable  with  respect  to such
                  Investments;
         2)       Present  for  payment and  collect  amounts  payable  upon all
                  Investments  which  may  mature  or be  called,  redeemed,  or
                  retired, or otherwise become payable;
         3)       Surrender  interim  receipts or  Investments in temporary form
                  for Securities in definitive form; and
         4.)      Execute,   as  Custodian,   any  necessary   declarations   or
                  certificates of ownership under the Federal income tax laws or
                  the  laws  or  regulations  of  any  other  taxing  authority,
                  including any foreign  taxing  authority,  now or hereafter in
                  effect.

         D. CERTAIN ACTIONS UPON WRITTEN INSTRUCTIONS. Upon receipt of a Written
Instructions and not otherwise, the Custodian shall:

         1)       Execute and deliver to such  persons as may be  designated  in
                  such Written Instructions proxies,  consents,  authorizations,
                  and any other  instruments  whereby the authority of the Trust
                  as beneficial owner of any Investments may be exercised;

         2)       Deliver any  Investments in exchange for other  Investments or
                  cash  issued  or  paid in  connection  with  the  liquidation,
                  reorganization,   refinancing,   merger,   consolidation,   or
                  recapitalization  of any  corporation,  or the exercise of any
                  conversion privilege;

         3)       Deliver  any   Investments   to  any   protective   committee,
                  reorganization  committee,  or other person in connection with
                  the  reorganization,   refinancing,   merger,   consolidation,
                  recapitalization,  or sale of assets of any  corporation,  and
                  receive  and  hold  under  the  terms of this  Agreement  such
                  certificates of deposit, interim receipts or other instruments
                  or documents as may be issued to it to evidence such delivery;

         4)       Make such transfers or exchanges of the assets of any Fund and
                  take  such  other  steps  as shall be  stated  in the  Written
                  Instructions  to be for the purpose of  effectuating  any duly
                  authorized  plan  of  liquidation,   reorganization,   merger,
                  consolidation or recapitalization of the Trust; and

         5)       Deliver  any  Securities  held for any Fund to the  depository
                  agent for tender or other similar offers.

         E. CUSTODIAN TO DELIVER PROXY  MATERIALS.  The Custodian shall promptly
deliver to the Trust all  notices,  proxy  material  and  executed  but  unvoted
proxies  pertaining to shareholder  meetings of Securities held by any Fund. The
Custodian  shall not vote or authorize the voting of any  Securities or give any
consent,  waiver or approval with respect  thereto unless so directed by Written
Instructions.

         F. CUSTODIAN TO DELIVER TENDER OFFER  INFORMATION.  The Custodian shall
promptly  deliver to the Trust all  information  received by the  Custodian  and
pertaining  to  Securities  held by any Fund with  respect to tender or exchange
offers, calls for redemption or purchase,  or expiration of rights. If the Trust
desires to take action with respect to any tender offer, exchange offer or other

                                      -9-
<PAGE>

similar transaction, the Trust shall notify the Custodian at least five Business
Days prior to the date on which the Custodian is to take such action.  The Trust
will provide or cause to be provided to the Custodian  all relevant  information
for any Investment which has unique put/option provisions at least five Business
Days prior to the beginning date of the tender period.

         G. CUSTODIAN TO DELIVER SECURITY AND TRANSACTION  INFORMATION.  On each
Business Day that the Federal  Reserve Bank is open, the Custodian shall furnish
the Trust  with a  detailed  statement  of monies  held for the Fund  under this
Agreement and with  confirmations  and a summary of all transfers to or from the
account of the Fund. At least monthly and from time to time, the Custodian shall
furnish the Trust with a detailed  statement of the Securities held for the Fund
under this  Agreement.  Where  Securities are  transferred to the account of the
Fund without physical  delivery,  the Custodian shall also identify as belonging
to the Fund a quantity of Securities in a fungible bulk of Securities registered
in the name of the  Custodian  (or its  nominee)  or  shown  on the  Custodian's
account on the books of the Book-Entry System or the Depository. With respect to
information  provided  by  this  section,  it  shall  not be  necessary  for the
Custodian to provide formal Notice as described below. It shall be sufficient to
communicate  by such means as shall be mutually  agreeable  to the Trust and the
Custodian.

         6.2 CONTRACTUAL OBLIGATIONS AND SIMILAR INVESTMENTS. From time to time,
a Fund's assets may include  Investments that are not ownership interests as may
be  represented  by certificate  (whether  registered or bearer),  by entry in a
Securities  Depository  or by Book-entry  Agent,  registrar or similar agent for
recording ownership interests in the relevant  Investment.  If the Fund shall at
any  time  acquire  such  Investments,   including  without  limitation  deposit
obligations,   loan   participations,   repurchase   agreements  and  derivative
arrangements, the Custodian shall (a) receive and retain, to the extent the same
are provided to the Custodian,  confirmations or other documents  evidencing the
arrangement;  and (b) perform on the Fund's account in accordance with the terms
of the  applicable  arrangement,  but only to the  extent  directed  to do so by
Written  Instruction.  The Custodian shall have no responsibility for agreements
running to the Trust as to which it is not a party other than to retain,  to the
extent the same are provided to the Custodian,  documents or copies of documents
evidencing  the  arrangement  and, in accordance  with Written  Instruction,  to
include such arrangements in reports made to the Trust.

         6.3 OWNERSHIP  CERTIFICATES AND DISCLOSURE OF THE CUSTODIAN'S INTEREST.
The Custodian is hereby  authorized to execute on behalf of the Trust  ownership
certificates,  affidavits or other  disclosure  required under Applicable Law or
established  market practice in connection  with the receipt of income,  capital
gains  or other  payments  by the  Trust  with  respect  to  Investments,  or in
connection with the sale, purchase or ownership of Investments.

         6.4 DISTRIBUTION OF ASSETS.  The Trust shall furnish to the Custodian a
copy of the  resolution of the Board of Trustees of the Trust,  certified by the
Trust's  Secretary,  either (i) setting forth the date of the declaration of any
dividend or distribution in respect of Shares of any Fund of the Trust, the date
of payment thereof,  the record date as of which the Fund shareholders  entitled
to  payment  shall  be  determined,   the  amount  payable  per  share  to  Fund
shareholders  of record as of that date,  and the total amount to be paid by the
Dividend  and  Transfer  Agent on the  payment  date,  or (ii)  authorizing  the
declaration of dividends and  distributions  in respect of Shares of a Fund on a
daily  basis and  authorizing  the  Custodian  to rely on  Written  Instructions
setting forth the date of the declaration of any such dividend or  distribution,
the date of payment thereof,  the record date as of which the Fund  shareholders
entitled to payment shall be  determined,  the amount  payable per share to Fund
shareholders  of record as of that date,  and the total amount to be paid by the
Dividend and Transfer  Agent on the payment date. On the payment date  specified
in the resolution or Written  Instructions  described above, the Custodian shall
segregate such amounts from moneys held for the account of the Fund so that they
are available for such payment.

         6.4.1    SEGREGATION  OF REDEMPTION  PROCEEDS.  Upon receipt of Written
                  Instructions  so directing it, the Custodian  shall  segregate
                  amounts necessary for the payment of redemption proceeds to be
                  made by the Dividend  and Transfer  Agent from moneys held for
                  the  account of the Fund so that they are  available  for such
                  payment.

                                      -10-
<PAGE>

         6.4.2    DISBURSEMENTS   OF  CUSTODIAN.   Upon  receipt  of  a  Written
                  Instruction  directing  payment and setting forth the name and
                  address of the person to whom such payment is to be made,  the
                  amount  of such  payment,  the  name of the  Fund  from  which
                  payment is to be made, and the purpose for which payment is to
                  be made,  the  Custodian  shall  disburse  amounts as and when
                  directed  from the  assets  of that  Fund.  The  Custodian  is
                  authorized  to rely on such  directions  and shall be under no
                  obligation to inquire as to the propriety of such directions.

         6.4.3    PAYMENT   OF   CUSTODIAN   FEES.   Upon   receipt  of  Written
                  Instructions  directing payment,  the Custodian shall disburse
                  moneys  from  the  assets  of  the  Trust  in  payment  of the
                  Custodian's fees and expenses as provided in this Agreement.

         6.4.4.   Sufficient Funds for Payment. The Custodian shall not be under
                  any obligation to pay out moneys to cover any of the foregoing
                  payments if in the relevant Fund account there is insufficient
                  cash  available  to the Fund for which  such  payment is to be
                  made.

         6.5 OTHER  DEALINGS.  The Custodian  shall otherwise act as directed by
Instruction,  including without limitation effecting the free payments of moneys
or the free  delivery  of  Investments,  provided  that such  Instruction  shall
indicate the purpose of such payment or delivery  and that the  Custodian  shall
record the party to whom the payment or delivery is made.

         6.6  NONDISCRETIONARY  DETAILS.  The  Custodian  shall  attend  to  all
nondiscretionary  details  in  connection  with  the sale or  purchase  or other
administration of Investments, except as otherwise directed by an Instruction.

         7. CASH ACCOUNTS, DEPOSITS, MONEY MOVEMENTS, & TRUST BORROWINGS.

         7.1 CASH  DEPOSITS.  During  the  term of this  Agreement,  Trust  will
deliver  or cause to be  delivered  to  Custodian  all  moneys to be held by the
Custodian for the account of any Fund.  Subject to the terms and  conditions set
forth in this Section 7, the Trust hereby  authorizes  the Custodian to open and
maintain,  with itself or with  Sub-custodians,  cash  accounts in United States
Dollars,  in such other  currencies  as are the  currencies  of the countries in
which Trust  maintains  Investments  or in such other  currencies as Trust shall
from time to time request by Written  Instruction.  Notwithstanding  anything in
this  Agreement to contrary  effect,  the Trust shall be liable as principal for
any overdrafts  occurring in any cash accounts.  Custodian  shall be entitled to
reverse any deposits  made on Trust's or any Fund's  behalf where such  deposits
have been  entered  and moneys are not finally  collected  within 20 days of the
making of such entry.

         7.1.1  TYPES OF  ACCOUNTS.  Cash  accounts  opened  on the books of the
         Custodian  (Principal  Accounts)  shall  be  opened  in the name of the
         Trust,  coupled  with the name of such Fund.  Custodian  shall hold all
         cash  received  by it for  the  account  of the  Trust  or any  Fund in
         accordance  with Rule 17f-3 under the Act. Such  accounts  collectively
         shall be a deposit  obligation of the Custodian and shall be subject to
         the  terms  of this  Section  7 and the  general  liability  provisions
         contained in this  Agreement.  Cash  accounts  opened on the books of a
         Sub-custodian   may  be  opened  in  the  name  of  the  Trust  or  the
         Sub-custodian  or in the name of its  Sub-custodian  for its  customers
         generally (Agency Accounts).  Such deposits shall be obligations of the
         Sub-custodian,  and shall be  treated  as an  Investment  of the Trust.
         Accordingly,   the  Custodian   shall  be  responsible  for  exercising
         reasonable care in the administration of such accounts but shall not be
         liable for their repayment in the event such Sub-custodian by reason of
         its  bankruptcy,  insolvency  or  otherwise,  fails  to make  repayment
         through no fault of the Custodian.

         7.1.2 ADMINISTRATIVE ACCOUNTS. In connection with the services provided
         hereunder,  the  Custodian is hereby  directed to open cash accounts on
         its books and records  from time to time for the  purposes of receiving
         subscriptions  and/or  processing  redemptions  on behalf of the Trust,
         and/or  for  the  purposes  of  aggregating,  netting  and/or  clearing
         transactions   (including,   without   limitation   foreign   exchange,

                                      -11-
<PAGE>

         repurchase  agreements,  capital stock  activity,  expense  payment) or
         other administrative  purposes,  each on behalf of the Trust. Each such
         account shall be subject to the terms and  conditions of this Agreement
         and  the  Trust  shall  be  liable  for  the  satisfaction  of its  own
         obligations in connection with each such account.

         7.2  PAYMENTS  AND  CREDITS  WITH  RESPECT  TO THE CASH  ACCOUNTS.  The
Custodian  shall make  payments  from or deposits to any of the cash accounts in
the course of carrying out its administrative duties,  including but not limited
to income  collection with respect to  Investments,  and otherwise in accordance
with  Instructions.  The Custodian and its  Sub-custodians  shall be required to
credit  amounts to the cash accounts  only when moneys are actually  received in
cleared funds in accordance with banking practice in the country and currency of
deposit.  Any credit made to any  Principal or Agency  Account or any other Fund
account before actual  receipt of cleared funds shall be provisional  and may be
reversed by the Custodian or its  Sub-custodian in the event such payment is not
actually  collected.  Unless  otherwise  specifically  agreed in  writing by the
Custodian or any Sub-custodian, all deposits shall be payable only at the branch
of the Custodian or Sub-custodian where the deposit is made or carried.

         7.3  CURRENCY  AND RELATED  RISKS.  The Trust bears risks of holding or
transacting in any currency,  including any mark to market  exposure  associated
with a foreign  exchange  transaction  undertaken with or through the Custodian.
Neither  the  Custodian  nor any  Sub-custodian  shall be liable for any loss or
damage arising from the  applicability of any law or regulation now or hereafter
in effect,  or from the  occurrence of any event,  which may delay or affect the
transferability,  convertibility  or availability of any currency in the country
(a) in which such  Principal or Agency  Accounts are  maintained or (b) in which
such  currency  is  issued,   and  in  no  event  shall  the  Custodian  or  any
Sub-custodian  be  obligated  to make  payment  of a  deposit  denominated  in a
currency during the period during which its  transferability,  convertibility or
availability  has been affected by any such law,  regulation  or event.  Without
limiting  the  generality  of the  foregoing,  neither  the  Custodian  nor  any
Sub-custodian shall be required to repay any deposit made at a foreign branch of
either the  Custodian  or any  Sub-custodian  if such  branch  cannot  repay the
deposit  due to a cause for  which the  Custodian  would not be  responsible  in
accordance with the terms of Section 9 of this Agreement unless the Custodian or
such  Sub-custodian  expressly agrees in writing to repay the deposit under such
circumstances.  All currency transactions in any account opened pursuant to this
Agreement are subject to exchange  control  regulations of the United States and
of the country where such  currency is the lawful  currency or where the account
is maintained.  Any taxes, costs,  charges or fees imposed on the convertibility
of a currency held by the Trust shall be for the account of the Trust.

         7.4 FOREIGN EXCHANGE TRANSACTIONS.  The Custodian shall, subject to the
terms  of  this  Section,   settle  foreign  exchange  transactions   (including
contracts,  futures,  options  and  options  on  futures)  on behalf and for the
account  of the Trust  with  such  currency  brokers  or  banking  institutions,
including Sub-custodians,  as the Trust may direct pursuant to Instructions. The
obligations  of the  Custodian in respect of all foreign  exchange  transactions
shall be contingent on the free,  unencumbered  transferability  of the currency
transacted on the actual settlement date of the transaction.

         7.4.1 THIRD PARTY FOREIGN  EXCHANGE  TRANSACTIONS.  The Custodian shall
         process foreign exchange  transactions  (including  without  limitation
         contracts,  futures,  options, and options on futures), where any third
         party acts as principal counterparty to the Trust on the same basis, if
         any, that it performs duties as agent for the Trust with respect to any
         other of the Trust's investments. Accordingly, the Custodian shall only
         be responsible  for  delivering or receiving  currency on behalf of the
         Trust in respect of such  contracts  pursuant to Written  Instructions.
         The  Custodian  shall  not  be  responsible  for  the  failure  of  any
         counterparty  (including any  Sub-custodian) in such agency transaction
         to perform its obligations thereunder. The Custodian (a) shall transmit
         cash  and  Written  Instructions  to and from the  currency  broker  or
         banking  institution with which a foreign  exchange  contract or option
         has been executed pursuant hereto,  (b) may make free outgoing payments
         of cash in the form of Dollars or foreign  currency  without  receiving
         confirmation of a foreign  exchange  contract or option or confirmation
         that the countervalue currency completing the foreign exchange contract
         has been delivered or received or that the option has been delivered or
         received, (c) may, in connection with cash payments made to third party
         currency  broker/dealers for settlement of the Trust's foreign exchange
         spot or forward  transactions,  foreign exchange swap  transactions and
         similar foreign exchange  transactions,  process  settlements using the

                                      -12-
<PAGE>

         banking facilities selected by Custodian from time to time according to
         such  banking  facilities  standard  terms,  and  (d)  shall  hold  all
         confirmations, certificates and other documents and agreements received
         by the  Custodian and  evidencing or relating to such foreign  exchange
         transactions in safekeeping.  The Trust accepts full responsibility for
         its use of third-party  foreign  exchange  dealers and for execution of
         said foreign  exchange  contracts and options and understands  that the
         Trust shall be responsible  for any and all costs and interest  charges
         which may be incurred by the Trust or the  Custodian as a result of the
         failure or delay of third parties to deliver foreign exchange.

         7.5 DELAYS.  If no event of Force  Majeure  shall have  occurred and be
continuing  and  in the  event  that a  delay  shall  have  been  caused  by the
negligence or willful misconduct of the Custodian in carrying out an Instruction
to credit or transfer cash, the Custodian shall be liable to the Trust: (a) with
respect  to  Principal  Accounts,  for  interest  to be  calculated  at the rate
customarily  paid on such  deposit and  currency by the  Custodian  on overnight
deposits  at the time the  delay  occurs  for the  period  from the day when the
transfer  should have been effected until the day it is in fact  effected;  and,
(b) with respect to Agency  Accounts,  for interest to be calculated at the rate
customarily paid on such deposit and currency by the  Sub-custodian on overnight
deposits  at the time the  delay  occurs  for the  period  from the day when the
transfer  should have been effected  until the day it is in fact  effected.  The
Custodian  shall not be liable for delays in carrying out such  Instructions  to
transfer  cash which are not due to the  Custodian's  own  negligence or willful
misconduct.

         7.6  ADVANCES.  With  respect  to any  advances  of  cash  made  by the
Custodian to or for the benefit of a Fund for any purpose  which  results in the
Fund  incurring an overdraft at the end of any Business  Day, such advance shall
be repayable  immediately  upon demand made by the  Custodian  at any time.  The
Custodian may, in its sole discretion, charge interest accruing from the date of
such  overdraft to but not including the date of such  repayment at the rate per
annum customarily charged by the Custodian on similar  overdrafts.  In addition,
the Custodian shall have an automatically  perfected statutory security interest
in any  Investments  purchased with any such unpaid Advance  pursuant to Section
9-206 of the Uniform Commercial Code as in effect in the State of Ohio from time
to time and that the Custodian  may take any further  actions that the Custodian
may reasonably require to collect such unpaid Advance. In addition, for purposes
hereof,   deposits   maintained  in  all  Principal  Accounts  (whether  or  not
denominated in Dollars) shall  collectively  constitute a single and indivisible
current account with respect to the Trust's obligations to the Custodian for any
unpaid Advances,  and balances in such Principal Accounts shall be available for
satisfaction  of the Trust's  obligations  under this  Section 7. The  Custodian
shall further have a right of offset  against the balances in any Agency Account
maintained  hereunder to the extent that the aggregate of all Principal Accounts
is overdrawn.

         7.7  BORROWINGS.  In connection  with any borrowings by the Trust,  the
Trust will cause to be delivered to the Custodian by a bank or broker  requiring
securities as collateral  for such  borrowings  (including  the Custodian if the
borrowing is from the Custodian),  a notice or undertaking in the form currently
employed  by such bank or broker  setting  forth the amount of  collateral.  The
Trust shall promptly deliver to the Custodian  Written  Instructions  specifying
with respect to each such borrowing: (a) the name of the bank or broker, (b) the
amount and terms of the borrowing,  which may be set forth by  incorporating  by
reference  an attached  promissory  note duly  endorsed by the Trust,  or a loan
agreement,  (c) the date, and time if known,  on which the loan is to be entered
into,  (d) the date on which the loan  becomes  due and  payable,  (e) the total
amount payable to the Trust on the borrowing  date,  and (f) the  description of
the securities  securing the loan,  including the name of the issuer,  the title
and the number of shares or other units or the principal  amount.  The Custodian
shall deliver on the borrowing  date specified in the Written  Instructions  the
required  collateral against the lender's delivery of the total loan amount then
payable,  provided  that the same  conforms  to that which is  described  in the
Written Instructions. The Custodian shall deliver, in the manner directed by the
Trust, such securities as additional collateral,  as may be specified in Written
Instructions, to secure further any borrowing transaction. The Trust shall cause
all securities  released from collateral  status to be returned  directly to the
Custodian  and the  Custodian  shall  receive  from time to time such  return of
collateral as may be tendered to it.

                                      -13-
<PAGE>

         8.  DOMESTIC  AND  FOREIGN  SUB-CUSTODIANS;;  SECURITIES  DEPOSITORIES.
Subject to the  provisions  hereinafter  set forth in this  Section 8, the Trust
hereby  authorizes the Custodian to utilize  Securities  Depositories  to act on
behalf of the Trust and the Fund(s) and to appoint from time to time (and at any
time   remove)   and   to   utilize   agents    (Agents)   and    sub-custodians
("Sub-custodians")  to carry out some or all of the  duties and  obligations  of
Custodian under this Agreement provided,  however,  that the appointment of such
agents and Sub-custodians  shall not relieve the Custodian of its administrative
obligations under this Agreement. The list of the Custodian's current Agents and
Sub-custodians  is attached hereto on Appendix C. With respect to securities and
cash held by a  Sub-custodian,  either  directly or  indirectly  (including by a
Securities Depository),  notwithstanding any provisions of this Agreement to the
contrary,  payment for securities  purchased and delivery of securities sold may
be made prior to receipt of securities or payment,  respectively, and securities
or payment  may be  received  in a form,  in  accordance  with (a)  governmental
regulations, (b) rules of Securities Depositories and Clearing Corporations, (c)
generally  accepted trade practice in the applicable local market, (d) the terms
and  characteristics of the particular  Investment,  or (e) the terms of Written
Instructions.  The Funds shall reimburse the Custodian for all costs incurred by
the  Custodian  in  connection  with  opening  accounts  with any such Agents or
Sub-custodians.  Upon request, the Custodian shall promptly forward to the Trust
any documents it receives from any Agent or  Sub-custodian  appointed  hereunder
which may assist  trustees of registered  investment  companies to fulfill their
responsibilities under Rule 17f-5 of the Act.

         8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES  DEPOSITORIES.  The Custodian
may  deposit  and/or  maintain,  either  directly  or through one or more Agents
appointed  by the  Custodian,  Investments  of the  Trust  or its  Funds  in any
Securities  Depository  in the United  States,  including The  Depository  Trust
Company,  provided such Securities  Depository meets applicable  requirements of
the Federal  Reserve  Bank or of the  Securities  and Exchange  Commission.  The
Custodian  may, at any time,  appoint any bank as defined in Section  2(a)(5) of
the 1940 Act meeting the  requirements of a custodian under Section 17(f) of the
1940 Act and the rules and regulations  thereunder to act on behalf of the Trust
or the Funds as a Sub-custodian for purposes of holding Investments of the Trust
in the United States.

         8.2  FOREIGN   SUBCUSTODIANS   AND  SECURITIES   DEPOSITORIES.   Unless
instructed  otherwise by the Trust,  the Custodian may deposit  and/or  maintain
non-U.S.  Investments  of the  Trust  or its  Funds in any  non-U.S.  Securities
Depository  provided such  Securities  Depository  meets the  requirements of an
"eligible  securities  depository"  under Rule 17f-7  promulgated under the 1940
Act, or any successor rule or regulation ("Rule 17f-7") or which by order of the
Securities and Exchange Commission is exempted therefrom. Prior to the time that
securities  are placed with such  depository,  but subject to the  provisions of
Section 8.4 below,  the Custodian  shall have prepared or obtained from an Agent
or  Sub-custodian an assessment of the custody risks associated with maintaining
assets with the  Securities  Depository  and shall have  established a system to
monitor  such  risks on a  continuing  basis in  accordance  with  Section  8.5.
Additionally,  the Custodian may, from time to time, appoint (a) any bank, trust
company  or other  entity  meeting  the  requirements  of an  "eligible  foreign
custodian"  under Rule 17f-5 or which by order of the  Securities  and  Exchange
Commission is exempted therefrom,  or (b) any bank as defined in Section 2(a)(5)
of the 1940 Act meeting the  requirements  of a custodian under Section 17(f) of
the 1940 Act and the rules and regulations  thereunder,  to act on behalf of the
Trust or its Funds as a Sub-custodian for purposes of holding Investments of the
Trust and/or its Funds outside the United States.

         8.3 REVIEW OF  SUB-CUSTODIANS.  From time to time,  the  Custodian  may
agree to perform certain reviews of  Sub-custodians  at the Trust's request.  In
such event,  the Custodian's  duties and obligations with respect to this review
will be performed in accordance with the terms of the attached 17f-5  Delegation
Schedule to this Agreement.

         8.4 APPROVAL OF FOREIGN SUB-CUSTODIANS. Unless and except to the extent
that the Trust has requested  and the  Custodian has accepted  delegation of the
appointment of Sub-custodians,  the Custodian shall, prior to the appointment of
any Sub-custodian for purposes of holding  Investments of the Trust or its Funds
outside the United States,  obtain written  confirmation  of the approval of the
Trust with respect to the identity of such  Sub-custodian,  such  approval to be
signed by an Authorized  Person.  A Written  Instruction to open an account in a
given country  shall  comprise  authorization  by the Trust for the Custodian to
hold assets in such country in accordance with the terms of this Agreement.  The

                                      -14-
<PAGE>

Sub-custodian  shall  not be  required  to make  independent  inquiry  as to the
authorization of the Trust or its Fund to invest in such country.

         8.5 MONITORING AND RISK ASSESSMENT OF SECURITIES DEPOSITORIES. Prior to
the placement of any assets of the Trust or its Funds with a non-U.S. Securities
Depository,  the Custodian:  (a) shall provide to the Trust an assessment of the
custody  risks  associated  with  maintaining   assets  within  such  Securities
Depository; and (b) shall have established a system to monitor the custody risks
associated  with  maintaining  assets  with  such  Securities  Depository  on  a
continuing  basis and to promptly  notify the Trust of any  material  changes in
such risk. In performing its duties under this  subsection,  the Custodian shall
use reasonable  care and may rely on such  reasonable  sources of information as
may be  available  including  but not limited to: (i)  published  ratings;  (ii)
information supplied by a Sub-custodian that is a participant in such Securities
Depository; (iii) industry surveys or publications; (iv) information supplied by
the depository itself, by its auditors (internal or external) or by the relevant
foreign  financial  regulatory  authority.  It is acknowledged  that information
procured  through  some  or all  of  these  sources  may  not  be  independently
verifiable by the Custodian and that direct access to Securities Depositories is
limited  under  most  circumstances.  Accordingly,  the  Custodian  shall not be
responsible for errors or omissions in its duties hereunder provided that it has
performed its monitoring and assessment  duties with  reasonable  care. The risk
assessment  shall be provided to the Trust by such means as the Custodian  shall
reasonably  establish.  Advices of  material  change in such  assessment  may be
provided by the  Custodian in the manner  established  as customary  between the
Trust and the Custodian.

         8.6 RESPONSIBILITY FOR  SUB-CUSTODIANS.  Except as provided in the last
sentence of this Section 8.6, the Custodian shall be liable to the Trust for any
loss or damage to the Trust caused by or resulting from the acts or omissions of
any  Sub-custodian  to the extent that such acts or omissions would be deemed to
be negligence,  gross  negligence or willful  misconduct in accordance  with the
terms of the relevant Sub-custodian agreement under the laws,  circumstances and
practices  prevailing  in the place  where  the act or  omission  occurred.  The
liability of the  Custodian in respect of the countries  and  Sub-custodians  so
designated  by the  Custodian,  from  time  to  time  shall  be  subject  to the
additional  condition that the Custodian  actually  recovers such loss or damage
from the Sub-custodian.

         8.7 NEW  COUNTRIES.  The Trust shall be  responsible  for informing the
Custodian  sufficiently in advance of a proposed  investment which is to be held
in a country in which no  Sub-custodian  is  authorized to act in order that the
Custodian  shall,  if it deems  appropriate  to do so, have  sufficient  time to
establish a sub-custodial  arrangement in accordance herewith.  In the event the
Custodian  is  unable  to  establish  such  arrangements  prior  to the time the
Investment  is to be acquired,  the  Custodian is authorized to designate at its
discretion  a local  safekeeping  Agent,  and the use of such local  safekeeping
Agent  shall be at the sole risk of the Trust,  and  accordingly  the  Custodian
shall be  responsible  to the Trust for the  actions of the Agent if and only to
the extent the  Custodian  shall have  recovered  from the Agent for any damages
caused the Trust by the Agent.

         9. RESPONSIBILITY OF CUSTODIAN.

         9.1 LIMITATIONS ON LIABILITY OF CUSTODIAN. Except as otherwise provided
herein,  the  Custodian  shall not be liable for any loss or  damage,  including
counsel fees, resulting from its action or omission to act or otherwise,  except
for any such loss or damage arising out of its negligence or willful misconduct.
The Trust,  on behalf of the Fund and only from assets of the Fund (or insurance
purchased  by the Trust with  respect to its  liabilities  on behalf of the Fund
hereunder),  shall  defend,  indemnify  and hold  harmless the Custodian and its
directors,  officers,  employees  and agents  with  respect to any loss,  claim,
liability or cost (including  reasonable  attorneys' fees) arising or alleged to
arise from or relating to the Trust's  duties  hereunder  or any other action or
inaction of the Trust or its  Trustees,  officers,  employees or agents,  except
such as may  arise  from  the  negligent  action,  negligent  omission,  willful
misconduct  or any breach of this  Agreement by the  Custodian,  its  directors,

                                      -15-
<PAGE>

officers,  employees or agents,  provided,  however,  the Trust shall not in any
event be liable for any special, incidental, consequential, or punitive damages.
The  Custodian  shall  defend,  indemnify  and hold  harmless  the Trust and its
trustees,  officers,  employees  or agents  with  respect  to any  loss,  claim,
liability or cost (including  reasonable  attorneys' fees) arising or alleged to
arise from actual  losses,  claims,  damages,  costs,  expenses and  liabilities
asserted  against,  imposed  upon or  incurred by the Trust  resulting  from any
negligent  action taken or omission or willful  misconduct  by the  Custodian in
accordance with the terms of this Agreement,  or a material breach of any of the
Custodian's  duties as specifically set forth in this Agreement,  except such as
may arise from the  negligent  action,  omission  or willful  misconduct  of the
Trust, its trustees, officers, employees, or agents, provided, further, however,
that Custodian shall not in any event be liable for any any special, incidental,
consequential, or punitive damages. The Custodian may, with respect to questions
of law apply for and obtain  the  advice and  opinion of counsel to the Trust at
the expense of the Fund, or of its own counsel at its own expense,  and shall be
fully  protected with respect to anything done or omitted by it in good faith in
conformity  with the advice or  opinion  of  counsel to the Trust,  and shall be
similarly protected with respect to anything done or omitted by it in good faith
in conformity with advice or opinion of its counsel,  unless counsel to the Fund
shall, within a reasonable time after being notified of legal advice received by
the  Custodian,  have a differing  interpretation  of such  question of law. The
Custodian  shall  be  liable  to the  Trust  for any  proximate  loss or  damage
resulting  from the use of the Book-Entry  System or any  Depository  arising by
reason of any negligence, misfeasance or misconduct on the part of the Custodian
or any of its employees,  agents,  nominees or  Sub-Custodians,  but not for any
special, incidental, consequential, or punitive damages; provided, however, that
nothing  contained herein shall preclude recovery by the Trust, on behalf of the
Fund,  of  principal  and of interest  to the date of  recovery  on  Investments
incorrectly  omitted from the Fund's account or penalties  imposed on the Trust,
in connection with the Fund, for any failures to deliver Securities. In any case
in which one party hereto may be asked to indemnify  the other or hold the other
harmless,  the party  from whom  indemnification  is sought  (the  "Indemnifying
Party")  shall be advised of all  pertinent  facts  concerning  the situation in
question,  and the party claiming a right to  indemnification  (the "Indemnified
Party") will use reasonable care to identify and notify the  Indemnifying  Party
promptly  concerning any situation  which presents or appears to present a claim
for indemnification against the Indemnifying Party. The Indemnifying Party shall
have the option to defend the  Indemnified  Party against any claim which may be
the subject of the  indemnification,  and in the event the Indemnifying Party so
elects,  such defense shall be conducted by counsel  chosen by the  Indemnifying
Party and satisfactory to the Indemnified Party and the Indemnifying  Party will
so notify the Indemnified Party and thereupon such Indemnifying Party shall take
over the complete defense of the claim and the Indemnifying  Party shall sustain
no further legal or other expenses in such  situation for which  indemnification
has been sought  under this  paragraph,  except the  reasonable  expenses of any
additional counsel retained by the Indemnified Party. In no case shall any party
claiming the right to  indemnification  confess any claim or make any compromise
in any case in which the other  party has been  asked to  indemnify  such  party
(unless such  confession  or  compromise  is made with such other  party's prior
written  consent).  The  provisions  of  this  Section  9.1  shall  survive  the
termination of this Agreement.

         9.2 SPECIFIC  ACTIONS NOT REQUIRED BY CUSTODIAN.  Without  limiting the
generality of the foregoing, the Custodian,  acting in the capacity of custodian
hereunder, shall be under no obligation to inquire into, and shall not be liable
for:

         1.       The  validity of the issue of any  Securities  purchased by or
                  for  the  account  of  Trust,  the  legality  of the  purchase
                  thereof, or the propriety of the amount paid therefor;

         2.       The  legality  of the  sale  of any  Securities  by or for the
                  account of Trust, or the propriety of the amount for which the
                  same are sold;

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

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

         5.       The legality of the  declaration or payment of any dividend by
                  Trust in respect of Shares of any Fund;

         6.       The  legality  of any  borrowing  by Trust or any Fund,  using
                  Securities as collateral;

                                      -16-
<PAGE>

         7.       Whether  the Trust is in  compliance  with the 1940 Act or the
                  regulations   thereunder;   the   provisions  of  the  Trust's
                  declaration of trust,  certificate of incorporation,  by-laws,
                  or  other  constitutive  document;   Applicable  Law;  or  any
                  directives by the trustees,  directors or  shareholders of the
                  Trust,  or its  investment  objectives and policies as then in
                  effect.

         9.3 LIMITATIONS OF PERFORMANCE.  The Custodian shall not be responsible
under this  Agreement  for any failure to perform  its duties,  and shall not be
liable hereunder for any loss, claim, or damage in association with such failure
to perform, for or in consequence of the following causes:

         9.3.1 FORCE MAJEURE. Force Majeure shall mean any circumstance or event
         which  is  beyond  the   reasonable   control  of  the   Custodian,   a
         Sub-custodian  or any agent of the  Custodian  or a  Sub-custodian  and
         which  adversely  affects  the  performance  by  the  Custodian  of its
         obligations  hereunder,  by the  Sub-custodian of its obligations under
         its sub-custody agreement or by any other agent of the Custodian or the
         Sub-custodian,  including  any  event  caused  by,  arising  out  of or
         involving (a) an act of God, (b) accident,  fire,  water or wind damage
         or explosion,  (c) any computer,  system or other equipment  failure or
         malfunction  caused by any computer virus or the malfunction or failure
         of any communications  medium, (d) any interruption of the power supply
         or other  utility  service,  (e) any  strike  or other  work  stoppage,
         whether partial or total, (f) any delay or disruption resulting from or
         reflecting  the  occurrence of any Country or Sovereign  Risk,  (g) any
         disruption of, or suspension of trading in, the securities, commodities
         or  foreign  exchange  markets,   whether  or  not  resulting  from  or
         reflecting  the  occurrence of any Country or Sovereign  Risk,  (h) any
         encumbrance on the transferability of a currency or a currency position
         on the  actual  settlement  date  of a  foreign  exchange  transaction,
         whether or not  resulting  from or  reflecting  the  occurrence  of any
         Country or Sovereign Risk, or (i) any other cause similarly  beyond the
         reasonable control of the Custodian.

         9.3.2  COUNTRY  RISK.  Country  Risk shall  mean,  with  respect to the
         acquisition,  ownership,  settlement  or  custody of  Investments  in a
         jurisdiction,  all risks  relating  to, or arising in  consequence  of,
         systemic and markets factors affecting the acquisition,  payment for or
         ownership of  Investments  including  (a) the  prevalence  of crime and
         corruption,  (b)  the  inaccuracy  or  unreliability  of  business  and
         financial information, (c) the instability or volatility of banking and
         financial systems, or the absence or inadequacy of an infrastructure to
         support such systems, (d) custody and settlement  infrastructure of the
         market in which such Investments are transacted and held, (e) the acts,
         omissions and operation of any Securities  Depository,  (f) the risk of
         the bankruptcy or insolvency of banking agents,  counterparties to cash
         and securities transactions, registrars or transfer agents, and (g) the
         existence of market  conditions which prevent the orderly  execution or
         settlement of transactions or which affect the value of assets.

         9.3.3  SOVEREIGN  RISK.  Sovereign  Risk shall mean,  in respect of any
         jurisdiction,   including  the  United  States  of  America,  where  an
         Investment  is  acquired  or held  hereunder  or  under  a  sub-custody
         agreement,  (a) any act of war, terrorism,  riot, insurrection or civil
         commotion,  (b)  the  imposition  of any  investment,  repatriation  or
         exchange control  restrictions by any Governmental  Authority,  (c) the
         confiscation,  expropriation  or  nationalization  of any Investment or
         cash  deposit  by any  Governmental  Authority,  whether de facto or de
         jure,  (d) any  devaluation  or  revaluation  of the currency,  (e) the
         imposition of taxes,  levies or other charges affecting  Investments or
         cash deposits,  (f) any change in the Applicable  Law, or (g) any other
         economic or political risk incurred or experienced.

         9.3.4  FAILURE  OF  THIRD  PARTIES.  The  failure  of any  third  party
         including:  (a) any issuer of Investments or Book-entry  Agent or other
         agent  of  an  issuer;   (b)  any  counterparty  with  respect  to  any
         Investment,  including any issuer of  exchange-traded or other futures,
         option,   derivative  or  commodities  contract;   (c)  failure  of  an
         investment adviser or other Agent of the Trust; or (d) failure of other
         third parties similarly beyond the control or choice of the Custodian.

         9.3.5 INFORMATION  SOURCES.  Reliance by Custodian upon or inaccuracies
         in  information  received from issuers of Investments or agents of such

                                      -17-
<PAGE>

         issuers,  information  received  from  Sub-custodians  and  from  other
         commercially  reasonable sources provided that the Custodian has relied
         upon  such  information  in  good  faith,  or for  the  failure  of any
         commercially reasonable information provider.

         9.3.6  RELIANCE  ON  INSTRUCTION.   Action  by  the  Custodian  or  the
         Sub-custodian in accordance with an Instruction.

         9.3.7 RESTRICTED  SECURITIES.  The limitations  inherent in the rights,
         transferability  or  similar  investment  characteristics  of  a  given
         Investment of the Trust.

         9.4 NO DUTY TO COLLECT  AMOUNTS DUE FROM  DIVIDEND AND TRANSFER  AGENT.
The Custodian shall not be under any duty or obligation to take action to effect
collection  of any amount due to the Trust from any Dividend and Transfer  Agent
of the Trust nor to take any  action to effect  payment or  distribution  by any
Dividend and Transfer  Agent of the Trust of any amount paid by the Custodian to
any Dividend and Transfer Agent of the Trust in accordance with this Agreement.

         9.5 NO ENFORCEMENT ACTIONS. Notwithstanding anything to the contrary in
this  Agreement,  Custodian  shall not be under any duty or  obligation  to take
action, by legal means or otherwise,  to effect collection of any amount, if the
Investment upon which such amount is payable is/are in default, or if payment is
refused  after due  demand  or  presentation,  unless  and until (i) it shall be
directed  to take  such  action  by  Written  Instructions  and (ii) it shall be
assured to its satisfaction  (including  prepayment thereof) of reimbursement of
its costs and expenses in connection with any such action.

         9.6 NO DUTY TO SUPERVISE INVESTMENTS.  Custodian shall not be under any
duty or obligation to ascertain whether any Investments at any time delivered to
or held by it for the account of the Trust are such as  properly  may be held by
the Trust  under the  provisions  of the  Trust's  declaration  of trust and the
Trust's By-laws.

         9.7  COMPENSATION  OF  CUSTODIAN.  The  Custodian  shall be entitled to
receive and the Trust  agrees to pay to the  Custodian,  for the Fund's  account
from the Fund's assets only, such  compensation as shall be determined  pursuant
to APPENDIX D attached hereto, or as shall be determined  pursuant to amendments
to APPENDIX D as approved by the Custodian and the Trust. The Custodian shall be
entitled to charge against any money held by it for the accounts of the Fund the
amount of any loss,  damage,  liability or expense,  including counsel fees, for
which it  shall be  entitled  to  reimbursement  under  the  provisions  of this
Agreement as  determined  by agreement of the  Custodian and the Trust or by the
final order of any court or arbitrator  having  jurisdiction and as to which all
rights of appeal shall have expired. The expenses which the Custodian may charge
against the account of a Fund  include,  but are not limited to, the expenses of
agents  or  Sub-Custodians  incurred  in  settling  transactions  involving  the
purchase and sale of Investments of the Fund.

         10. REPORTS AND RECORDS.

         10. 1. PROVISION OF RECORDS TO TRUST. The Custodian shall:

         10.1.1 INTERNAL  ACCOUNTING AND CONTROL SYSTEMS.  Make available to the
         Trust and shall send to the Trust any report received on the systems of
         internal   accounting   control   of   Custodian   or  its   Agents  or
         Sub-custodians  as the Trust may reasonably  request from time to time,
         subject,  however,  to  all  reasonable  security  requirements  of the
         Custodian  then  applicable  to the  records of its  custody  customers
         generally.

         10.1.2 BOOKS AND RECORDS  GENERALLY.  Make available to the Trust,  its
         auditors,  agents and  employees,  upon  reasonable  request and during
         normal business hours of the Custodian,  all records  maintained by the
         Custodian  pursuant to its obligations  under this  Agreement.  Without
         limiting the  generality of the foregoing,  the Custodian  shall set up
         and  maintain  proper  books of  account  and  complete  records of all
         transactions in the accounts  maintained by the Custodian  hereunder in

                                      -18-
<PAGE>

         such  manner as will meet the  obligations  of the Fund  under the Act,
         with  particular  attention  to Section 31 thereof  and Rules 3la-1 and
         3la-2 thereunder and those records are the property of the Trust,  (ii)
         preserve for the periods  prescribed by applicable  Federal  statute or
         regulation all records required to be so preserved.  All such books and
         records  shall be  available,  upon  request,  for  inspection  by duly
         authorized officers,  employees or agents of the Trust and employees of
         the SEC.

         10.1.3 ASSISTANCE TO TRUST. Take all reasonable action,  that the Trust
         may from  time to time  request,  to  assist  the  Trust  in  obtaining
         favorable  opinions  from the  Trust's  independent  accountants,  with
         respect to the Custodian's activities hereunder, in connection with the
         preparation  of the Fund's  Form N- IA,  Form  N-SAR,  or other  annual
         reports to the SEC.

         10.2  The  Trust  shall  examine  all  records,   however  produced  or
transmitted,  promptly upon receipt thereof and notify the Custodian promptly of
any  discrepancy or error therein.  Unless the Trust delivers  written notice of
any such  discrepancy  or error  within a  reasonable  time  after  its  receipt
thereof, such records shall be deemed to be true and accurate.

         10.3 NO MANAGEMENT OF ASSETS BY CUSTODIAN.  The Custodian performs only
the services of a custodian and shall have no responsibility for the management,
investment or  reinvestment  of the Securities or other assets from time to time
owned by any Fund.  The  Custodian is not a selling agent for Shares of any Fund
and  performance  of  its  duties  as  custodian  shall  not be  deemed  to be a
recommendation  to any Fund's  depositors  or others of Shares of the Fund as an
investment.  The Custodian shall have no duties or obligations whatsoever except
such duties and obligations as are specifically set forth in this Agreement, and
no  covenant  or  obligation  shall be implied  in this  Agreement  against  the
Custodian.

         11.      MISCELLANEOUS.

         11.1  POWERS OF  ATTORNEY,  ETC.  The Trust will  promptly  execute and
deliver, upon request, such proxies,  powers of attorney or other instruments as
may be  necessary  or desirable  for the  Custodian to provide,  or to cause any
Sub-custodian to provide, custody services under this Agreement.

         11.2 ENTIRE  AGREEMENT.  This  Agreement and the exhibits  and/or other
schedules attached hereto, including the 17f-5 Delegation Schedule,  constitutes
the entire  agreement  between the Trust and the  Custodian and  supersedes  any
other oral or written agreements  heretofore in effect between the Trust and the
Custodian  with  respect to the subject  matter  hereof.  No  provision  of this
Agreement may be amended or terminated except by an instrument in writing signed
by the party  against  which  enforcement  of the  amendment or  termination  is
sought,  provided,  however,  that an Written Instruction shall,  whether or not
such Written  Instruction  shall constitute a waiver,  amendment or modification
for purposes  hereof,  be deemed to have been accepted by the Custodian  when it
commences actions pursuant thereto or in accordance therewith.

         11.3 BINDING  EFFECT;  ASSIGNMENT.  This Agreement  shall extend to and
shall be binding upon the parties hereto,  and their  respective  successors and
assigns;  provided,  however, that this Agreement shall not be assignable by the
Trust or by the  Custodian,  and no  attempted  assignment  by the  Trust or the
Custodian  shall be  effective  without the  written  consent of the other party
hereto.  Each party agrees that only the parties to this agreement and /or their
successors  in  interest  shall  have a  right  to  enforce  the  terms  of this
Agreement.  Accordingly,  no client of the Trust or other third party shall have
any rights under this Agreement and such rights are explicitly disclaimed by the
parties.

         11.4 GOVERNING LAW, JURISDICTION AND VENUE; JURY WAIVER. THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE
OF OHIO,  WITHOUT  GIVING  EFFECT TO THE  CONFLICTS  OF LAW OF SUCH  STATE.  THE
PARTIES HERETO IRREVOCABLY  CONSENT TO THE EXCLUSIVE  JURISDICTION OF THE COURTS
OF THE  STATE OF OHIO AND THE  COURTS  OF THE  UNITED  STATES  FOR THE  SOUTHERN
DISTRICT  AND EACH PARTY BY ITS  EXECUTION  OF THIS  AGREEMENT  IRREVOCABLY  (I)
SUBMITS TO SUCH  JURISDICTION AND (II) CONSENTS TO THE SERVICE OF ANY PROCESS OR
PLEADINGS  BY  FIRST  CLASS  U.S.  MAIL,  POSTAGE  PREPAID  AND  RETURN  RECEIPT

                                      -19-
<PAGE>

REQUESTED,  OR BY ANY OTHER  MEANS FORM TIME TO TIME  AUTHORIZED  BY THE LAWS OF
SUCH JURISDICTION.  FURTHERMORE,  EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT
THAT IT MAY HAVE TO  TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY.

         11.5  NOTICES.   Notices  and  other  writings   contemplated  by  this
Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first
class registered or certified mail,  postage prepaid,  return receipt requested,
(c) by a nationally  recognized  overnight courier,  delivery charge prepaid, or
(d) by facsimile transmission, provided that any notice or other writing sent by
facsimile  transmission shall also be mailed,  postage prepaid,  or by overnight
courier delivery charge prepaid,  to the party to whom such notice is addressed.
All such notices shall be addressed, as follows:

                  If to Trust:

                  Infinity Capital Group, Inc.
                  80 Broad Street, 5th Floor
                  New York, NY  10004
                  -----------------------

                  Attn:   Greg Laborde

                  Telephone:        (212) 962-4400
                  Facsimile         (212) 962-4422


         If to Custodian:

                  The Huntington National Bank.

                  7 Easton Oval EA4E70
                  Columbus, OH 43219

                  Attn:   Dan Luke

                  Telephone:        614-331-9711
                  Facsimile         614-331-5845


or such other address as the Trust or Custodian  may have  designated in writing
to the other.  Such Notice shall be deemed received when delivered if by hand or
by facsimile  transmission,  on the third  business day after mailing if sent by
registered or certified  mail, and on the next business day if sent by overnight
courier.

         11.6  HEADINGS.  The headings of paragraphs  in this  Agreement are for
convenience of reference  only and shall not affect the meaning or  construction
of any provision of this Agreement.

         11.7  SEVERABILITY.  In the event any  provision  of this  Agreement is
determined to be void or unenforceable,  such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.

         11.8  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts,  each of  which  shall  be  deemed  an  original,  but  each  such
counterpart  shall,  together,  constitute only one instrument..  This Agreement
shall  become  effective  when one or more  counterparts  have been  signed  and
delivered by the Trust and the  Custodian.  A photocopy or telefax of the signed
signature page to the Agreement shall be acceptable evidence of the existence of
the Agreement and the Custodian  shall be protected in relying on such photocopy
or telefax  until the  Custodian  has received  the original  signed copy of the
Agreement.

                                      -20-
<PAGE>

         11.9  CONFIDENTIALITY.  The parties  hereto agree that each shall treat
confidentially  the terms and conditions of this  Agreement and all  information
provided by each party to the other regarding its business and  operations.  All
confidential  information  provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering or obtaining  services pursuant
to this Agreement and, except as may be required in carrying out this Agreement,
shall not be  disclosed  to any third party  without  the prior  consent of such
providing  party.  The foregoing shall not be applicable to any information that
is publicly  available when provided or thereafter  becomes  publicly  available
other  than  through  a breach  of this  Agreement,  or that is  required  to be
disclosed by or to any bank examiner of the Custodian or any Sub-custodian,  any
regulatory  authority,  any  auditor of the  parties  hereto,  or by judicial or
administrative process or otherwise by Applicable Law.

         11.10 TAPE-RECORDING. Trust authorizes the Custodian to tape record any
and all  telephonic or other oral  instructions  given to the Custodian by or on
behalf of the Trust,  including from any Authorized  Person.  This authorization
will  remain in effect  until and unless  revoked by the Trust in  writing.  The
Trust,  upon request,  further  agrees to solicit valid written or other consent
from any of its employees with respect to telephone communications to the extent
such consent is required by Applicable Law.

         11.11  CUSTODIAN'S  CONSENT TO USE OF ITS NAME.  Trust shall obtain the
Custodian's  written consent prior to the publication  and/or  dissemination  or
distribution,  of a Prospectus  or any other  documents  (including  advertising
material)  specifically  mentioning the Custodian (other than merely by name and
address).

         11.12 TERMINATION. Either party hereto may terminate this Agreement for
any reason by giving to the other party a notice in writing  specifying the date
of such  termination,  which  shall be not less than  ninety (90) days after the
date of giving of such notice. If such notice is given by the Trust, it shall be
accompanied  by a copy of a  resolution  of the Board of  Trustees of the Trust,
certified by the Secretary of the Trust,  electing to terminate  this  Agreement
and  designating a successor  custodian or  custodians  each of which shall be a
bank or trust  company  having  not less than  $100,000,000  aggregate  capital,
surplus,  and  undivided  profits.  In the  event  such  notice  is given by the
Custodian,  the Trust shall, on or before the termination  date,  deliver to the
Custodian  a copy  of a  resolution  of the  Board  of  Trustees  of the  Trust,
certified by the Secretary,  designating a successor  custodian or custodians to
act on behalf of the Trust. In the absence of such designation by the Trust, the
Custodian  may  designate a successor  custodian  which shall be a bank or trust
company  having  not less than  $100,000,000  aggregate  capital,  surplus,  and
undivided  profits.  Upon the date set forth in such notice this Agreement shall
terminate,  and  the  Custodian,  provided  that it has  received  a  notice  of
acceptance by the successor custodian,  shall deliver, on that date, directly to
the  successor  custodian all  Securities  and monies then owned by the FUND and
held by it as Custodian. Upon termination of this Agreement, the Trust shall pay
to the  Custodian on behalf of the Trust such  compensation  as may be due as of
the date of such  termination.  The Trust agrees on behalf of the Trust that the
Custodian  shall be reimbursed for its reasonable  costs in connection  with the
termination of this Agreement.

         11.13  FAILURE  TO  DESIGNATE  SUCCESSOR  CUSTODIAN.   If  a  successor
custodian is not designated by the Trust, or by the Custodian in accordance with
the preceding  paragraph,  or the designated successor cannot or will not serve,
the  Trust  shall,  upon  the  delivery  by the  Custodian  to the  Trust of all
Securities  (other than Securities held in the Book-Entry System which cannot be
delivered to the Trust) and moneys then owned by the Trust,  be deemed to be the
custodian  for the Trust,  and the  Custodian  shall  thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other than the duty with
respect to Securities held in the Book-Entry  System,  which cannot be delivered
to the Trust,  which  shall be held by the  Custodian  in  accordance  with this
Agreement.

         11.14  COMPLIANCE  POLICIES AND PROCEDURES.  To assist the Custodian in
complying with Rule 38a-1 of the 1940 Act, Trust  represents that it has adopted
written policies and procedures  reasonably designed to prevent violation of the
federal  securities laws in fulfilling its  obligations  under the Agreement and
that it has in place a compliance  program to monitor its compliance  with those

                                      -21-
<PAGE>

policies and  procedures.  Trust will upon request  provide the  Custodian  with
information about our compliance program as mutually agreed.

         11.15  LIMITATION  OF  PERSONAL   LIABILITY.   No  recourse  under  any
obligation of this Agreement or for any claim based thereon shall be had against
any organizer,  shareholder,  officer, trustee, past, present or future as such,
of the Trust or of any predecessor or successor,  either directly or through the
Trust  or  any  such  predecessor  or  successor,   whether  by  virtue  of  any
constitution,  statute or rule of law or equity,  or by the  enforcement  of any
assessment or penalty or otherwise;  it being  expressly  agreed and  understood
that this  Agreement  and the  obligations  thereunder  are  enforceable  solely
against the assets of the Trust,  and that no such personal  liability  whatever
shall  attach to, or is or shall be incurred by, the  organizers,  shareholders,
officers, or trustees of the Trust or of any predecessor or successor, or any of
them as such, because of the obligations  contained in this Agreement or implied
therefrom  and that any and all such  liability is hereby  expressly  waived and
released by the  Custodian as a condition  of, and as a  consideration  for, the
execution of this Agreement.


                    BALANCE OF PAGE LEFT BLANK INTENTIONALLY.
                    ----------------------------------------































                                      -22-
<PAGE>


         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be duly executed as of the date first above written.

TRUST:                                                 Custodian


INFINITY CAPITAL GROUP, INC.                  THE HUNTINGTON NATIONAL BANK





By: /s/Gregory H. Laborde                     By: /s/ Dan Luke
Name: Gregory H. Laborde                      Name:  Dan Luke
Title:President                               Title: Vice President
Date: 11/27/2009                              Date:  11/24/09






























                                      -23-
<PAGE>
                                   APPENDIX A




                            AUTHORIZED PERSONS        SPECIMEN SIGNATURES

Chairman:                  Gregory H. Laborde         /s/ Gregory H. Laborde
                           ___________________________________________________


President:                 Gregory H. Laborde         /s/ Gregory H. Laborde
                           ___________________________________________________


Secretary:                 ___________________________________________________


Treasurer:                 ___________________________________________________

Senior Vice
 President:                ___________________________________________________


Assistant
 Secretary:                __________________________________________________

Assistant
 Treasurer:                ___________________________________________________


Adviser Employees:         ___________________________________________________


                           ___________________________________________________

Transfer Agent/Fund Accountant

Employees:                 ___________________________________________________


                           ___________________________________________________


                           ___________________________________________________


                           ___________________________________________________


* Authority restricted; does not include: ______________________________________









                                      -24-
<PAGE>




                                   APPENDIX B
                               Series of the Trust



                          INFINITY CAPITAL GROUP, INC.







































                                      -25-
<PAGE>

                                   APPENDIX C
                             AGENTS OF THE CUSTODIAN


The following agents are employed currently by The Huntington  National Bank for
securities processing and control.


       The Depository Trust Company (New York)
       7 Hanover Square
       New York, NY 10004

       The Federal Reserve Bank
       Cleveland Branch

       Brown Brothers Harriman & Co.
       40 Water Street
       Boston, Massachusetts 02109
       (Sub-custodian for Foreign Investments and certain
        non-DTC eligible Investments)





































                                      -26-
<PAGE>



                                   APPENDIX D
                       (CURRENT SCHEDULE OF CUSTODY FEES)


TRANSACTION FEE:
DTC & Fed Eligible Items                                 $9.00/Transaction
Non-DTC & Fed Eligible Items                             $22.00/Transaction
Mortgage Backed Securities & Private Placements          $20.00/Transaction
Mortgage Backed Securities & Private Placement Payments  $5.00/Payment
Options                                                  $20.00/Transaction
Repurchase Agreements                                    $9.00/Transaction
Foreign Securities (depending on country)                $20-350.00/Transaction*

ADMINISTRATIVE DOMESTIC FEE
First $50 million of Market Value                        2.00 Basis Points
On Next $50 million of Market Value                      1.75 Basis Points
In Excess of $100 million of Market Value                1.25 Basis Points
Monthly Minimum Fee Per Fund Account                     $350/Account

WIRE TRANSFER FEE:
Outgoing Wires                                           $15.00/transaction

PHYSICAL CHECK FEE:
Physical Check                                           $5.00/check

FUNDS TRANSFER FEE:
To/From DDA & trust account(s)                           No Charge

INTERNET ACCESS:
Online access to trust account activity                  No Charge

STATEMENTS
Standard                                                 No Charge
Online                                                   No Charge

NOTE:  Other  fees  may be  assessed  for  special  handling  and  miscellaneous
services.















                                      -27-
<PAGE>


                                ADMINISTRATION/ SAFEKEEPING  TRANSACTION FEE (US
                                FEE (IN BASIS POINTS)*       DOLLARS)*
Argentina                                    22                           70
Australia                                    6                            55
Austria                                      7                            90
Bahrain                                      77                          205
Bangladesh                                   52                          180
Belgium                                      6                            65
Bermuda                                      12                          105
Botswana                                     42                           75
Brazil                                       32                           55
Bulgaria                                     47                          105
Canada                                       4                            28
Chile                                        27                           75
China                                        27                           65
Colombia                                     52                          150
Costa Rica                                   52                           75
Croatia                                      52                           85
Cyprus                                       12                          150
Czech Republic                               22                           60
Denmark                                      5                            90
Egypt                                        27                           65
Estonia                                      27                           85
Euroclear                                   4.5                           20
Finland                                      12                           65
France                                       5                            70
Germany                                      4                            40
Ghana                                        42                           85
Greece                                       27                          135
Hong Kong                                    10                           85
Hungary                                      17                           50
Iceland                                      27                          140
India                                        32                          155
Indonesia                                    14                          140
Ireland                                      6                            60
Israel                                       67                           60
Italy                                        6                            70
Japan                                        6                            23








                                      -28-
<PAGE>


                                ADMINISTRATION/ SAFEKEEPING  TRANSACTION FEE (US
                                FEE (IN BASIS POINTS)*       DOLLARS)*
Jordan                                       52                          150
Kazakhstan                                   52                          155
Kenya                                        42                           75
Latvia                                       52                          130
Lebanon                                      67                          155
Lithuania                                    52                          140
Luxembourg                                   10                           90
Malaysia                                     14                          155
Malta                                        37                          140
Mauritius                                    62                          205
Mexico                                       14                           30
Morocco                                      52                          120
Namibia                                      47                           75
Netherlands                                  7                            25
New Zealand                                  6                            85
Nigeria                                      42                           75
Norway                                       6                            85
Oman                                         62                          205
Pakistan                                     62                          155
Palestine                                    62                          205
Peru                                         72                          130
Philippines                                  14                          135
Poland                                       52                          135
Portugal                                     32                          155
Qatar                                        62                          205
Romania                                      52                          155
Russia                                       37                          155
Singapore                                    10                           95
Slovakia                                     52                          145
Slovenia                                     52                          145
South Africa                                 6                            50
South Korea                                  12                           25
Spain                                        6                            60
Sri Lanka                                    27                           75
Swaziland                                    47                           75
Sweden                                       6                            65






                                      -29-
<PAGE>

                                ADMINISTRATION/ SAFEKEEPING  TRANSACTION FEE (US
                                FEE (IN BASIS POINTS)*       DOLLARS)*
Switzerland                                  6                           100
Taiwan                                       20                          155
Thailand                                     8                            55
Trinidad                                     52                          135
Turkey                                       27                           95
Tunisia                                      52                          105
Ukraine                                      47                          305
UAE                                          47                          140
United Kingdom                               5                            45
Uruguay                                      52                           95
Venezuela                                    52                          180
Vietnam                                      52                          180
Zambia                                       47                           75
Zimbabwe                                     47                           75




























                                      -30-
<PAGE>



*OTHER SETTLEMENT CHARGES:
FRB                                                          $10.00/Transaction
Mutual Fund Settlement (Domestic)                            $35.00/Transaction
Short Term Instruments                                       $10.00/Transaction
Time Deposits                                                $10.00/Transaction
Derivatives (Hedges, Futures, Forwards, Swaps)               $30.00/Transaction
Repurchase Agreements                                        $10.00/Transaction
Commercial Paper                                             $10.00/Transaction
Vault Transfer (Domestic)                                    $6.00/Transaction
Physical                                                     $20.00/Transaction
Manual Trade Surcharge                                       $30.00/Transaction
Repaired Trade Surcharge                                     $10.00/Transaction
Cancels                                                      $10.00/Transaction
Proxy Announcement - Non U.S.                                $12.00/Transaction
Proxy Vote - Non U.S.                                        $12.00/Transaction
SWIFT message                                                $1.00/Message

WIRES AND PAYMENTS CHARGES:
U.S. Wires                                                   $10.00/Transaction
Book Transfers                                               $6.00/Transaction
Non - U.S. Wire                                              $30.00/Transaction
FX - 3rd Party                                               $40.00/Transaction
Cashiers Check                                               $25.00/Transaction

MISCELLANEOUS OTHER CHARGES:
Restricted Securities Processing                             $150

         o        Please  note  that  there is a  segregated  account  charge of
                  $5,000  annual  through BBH. This is broken down monthly for a
                  total of $416.67/month additional.




















                                      -31-
<PAGE>



                                   APPENDIX E

                            17F-5 DELEGATION SCHEDULE

By its  execution  of this  Delegation  Schedule  dated as of November 24, 2008,
between  Infinity Capital Group,  Inc. (THE "TRUST"),  a a business trust formed
under the laws of the  State of  Maryland  acting  on  behalf of the  management
investment companies each of whom is registered with the Securities and Exchange
Commission (the COMMISSION) under the Investment Company Act of 1940, as amended
(the 1940 ACT) and listed on Appendix B- of the Custody Agreement (each a "Fund"
and collectively the "Funds"), the Trust hereby appoints THE HUNTINGTON NATIONAL
BANK (THE  "DELEGATE"),  a national bank organized  under the laws of the United
States, as its delegate to perform certain functions with respect to the custody
of the Funds' Assets outside the United States.

         WHEREAS the Trust at the  direction  of each Fund,  has  appointed  the
Delegate as custodian "Custodian" of each Fund's Assets pursuant to the "Custody
Agreement_ between the Trust and the Delegate dated November 24, 2009;

         WHEREAS a Fund may, from time to time, determine to invest and maintain
some or all of the Fund's Assets outside of the United States;

         WHEREAS the Trust at the  direction  of each Fund wishes to delegate to
the Delegate  certain  functions  with  respect to the custody of Fund's  Assets
outside the United States;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained,  the Trust on behalf of the Funds and the  Delegate  agree as
follows:

         1. MAINTENANCE OF FUND'S ASSETS ABROAD. The Trust,  acting on behalf of
the Fund's,  hereby instructs the Delegate  pursuant to the terms of the Custody
Agreement  to place and  maintain  the Fund's  Assets in  countries  outside the
United  States in accordance  with  Instructions  received from the Trust.  Such
instruction  shall  constitute  an  Instruction  under the terms of the  Custody
Agreement.  The Trust  acknowledges that (a) the Delegate shall perform services
hereunder  only with respect to the  countries  where it accepts  delegation  as
foreign custody manager;  (b) depending on conditions in the particular country,
advance notice may be required  before the Delegate shall be able to perform its
duties  hereunder in or with respect to such country (such advance  notice to be
reasonable  in  light of the  specific  facts  and  circumstances  attendant  to
performance  of duties in such  country);  and (c)  nothing  in this  Delegation
Schedule shall require the Delegate to provide  delegated or custodial  services
in any  country,  and there may from time to time be  countries  as to which the
Delegate determines it will not provide delegation services.

         2. DELEGATION.  Pursuant to the provisions of Rule 17f-5 under the 1940
Act as  amended,  the  Trust on  behalf of the  Funds  hereby  delegates  to the
Delegate,  and the Delegate hereby accepts such delegation and agrees to perform
only  those  duties  set  forth  in  this  Delegation  Schedule  concerning  the
safekeeping of the Fund's Assets in each of the countries as to which it acts as
delegate. The Delegate is hereby authorized to take such actions on behalf of or
in the name of the Trust, on behalf of the Funds, as are reasonably  required to
discharge  its  duties  under  this  Delegation  Schedule,   including,  without
limitation,  to cause the Fund's Assets to be placed with a particular  Eligible
Foreign  Custodian in accordance  herewith.  The Trust  confirms to the Delegate
that the Trust on behalf of the Funds  has  considered  the  Sovereign  Risk and
prevailing Country Risk as part of its continuing  investment  decision process,
including  such factors as may be  reasonably  related to the  systemic  risk of
maintaining  the  Fund's  Assets in a  particular  country,  including,  but not
limited to, financial infrastructure,  prevailing custody and settlement systems
and practices (including the use of any Securities  Depository in the context of
information  provided  by the  Delegate  in the  performance  of its  duties  as
required under Rule 17f-7 and the terms of the Custody Agreement  governing such
duties),  and the laws  relating to the  safekeeping  and recovery of the Fund's
Assets held in custody  pursuant to the terms of the  Custody  Agreement.  Trust
acknowledges  that Delegate has appointed  Brown Brothers  Harriman & Co. as its
sub-custodian and sub-foreign  custody manager for purposes of carrying out some
or all of the duties and obligations of Delegate under this Delegation Schedule,
provided  however,  that such appointment  shall not relieve the Delegate of its
obligations under this Delegation Schedule.

                                      -32-
<PAGE>

         3. SELECTION OF ELIGIBLE FOREIGN CUSTODIAN AND CONTRACT ADMINISTRATION.
The Delegate shall perform the following duties with respect to the selection of
Eligible Foreign  Custodians and  administration of certain contracts  governing
the Fund's foreign custodial arrangements:

         (a) SELECTION OF ELIGIBLE FOREIGN  CUSTODIAN.  The Delegate shall place
         and  maintain  the Fund's  Assets with an Eligible  Foreign  Custodian,
         provided that the Delegate shall have determined that the Fund's Assets
         will be subject to reasonable care based on the standards applicable to
         custodians in the relevant market after considering factors relevant to
         the safekeeping of such assets including without limitation:

                  (i) The Eligible Foreign  Custodian's  practices,  procedures,
                  and  internal  controls,  including,  but not  limited to, the
                  physical protections available for certificated securities (if
                  applicable),  the controls and procedures for dealing with any
                  Securities   Depository,   the  method  of  keeping  custodial
                  records, and the security and data protection practices;

                  (ii) Whether the Eligible Foreign  Custodian has the requisite
                  financial  strength to provide  reasonable care for the Fund's
                  Assets;

                  (iii) The Eligible Foreign  Custodian's general reputation and
                  standing; and

                  (iv) Whether the Fund will have  jurisdiction over and be able
                  to enforce judgments  against the Eligible Foreign  Custodian,
                  such as by  virtue of the  existence  of any  offices  of such
                  Eligible  Foreign  Custodian  in the  United  States  or  such
                  Eligible  Foreign  Custodian's  appointment  of an  agent  for
                  service  of  process  in  the  United  States  or  consent  to
                  jurisdiction in the United States.

         The Delegate shall be required to make the foregoing  determination  to
         the  best  of its  knowledge  and  belief  based  only  on  information
         reasonably available to it.

                  (b) CONTRACT ADMINISTRATION. The Delegate shall cause that the
                  foreign  custody   arrangements   with  an  Eligible   Foreign
                  Custodian  shall be  governed by a written  contract  that the
                  Delegate has determined will provide  reasonable care for Fund
                  assets based on the standards  applicable to custodians in the
                  relevant market. Each such contract shall, except as set forth
                  in  the  last  paragraph  of  this  subsection  (b),   include
                  provisions that provide:

                  (i) For  indemnification  or  insurance  arrangements  (or any
                  combination  of the  foregoing)  such  that the  Fund  will be
                  adequately  protected  against the risk of loss of assets held
                  in accordance with such contract;

                  (ii) That the Fund's  Assets will not be subject to any right,
                  charge,  security interest, lien or claim of any kind in favor
                  of the Eligible  Foreign  Custodian or its creditors  except a
                  claim of payment for their safe custody or administration  or,
                  in the  case of cash  deposits,  liens or  rights  in favor of
                  creditors  of  such   Custodian   arising  under   bankruptcy,
                  insolvency or similar laws;

                  (iii) That  beneficial  ownership of the Fund's Assets will be
                  freely  transferable  without  the  payment  of money or value
                  other than for safe custody or administration;

                  (iv) That adequate records will be maintained  identifying the
                  Fund's  Assets as  belonging to the Fund or as being held by a
                  third party for the benefit of the Fund;

                  (v) That the Fund's  independent  public  accountants  will be
                  given  access  to those  records  described  in (iv)  above or
                  confirmation of the contents of such records; and

                                      -33-
<PAGE>

                  (vi) That the  Delegate  will  receive  sufficient  and timely
                  periodic reports with respect to the safekeeping of the Fund's
                  Assets,  including,  but not limited to,  notification  of any
                  transfer  to or from  the  Fund's  account  or a  third  party
                  account containing the Fund's Assets.

         Such  contract  may  contain,  in lieu of any or all of the  provisions
         specified in this Section 3(b), such other provisions that the Delegate
         determines will provide, in their entirety, the same or a greater level
         of  care  and  protection  for  the  Fund's  Assets  as  the  specified
         provisions, in their entirety.

         (c) LIMITATION TO DELEGATED SELECTION. Notwithstanding anything in this
         Delegation  Schedule to the  contrary,  the duties under this Section 3
         shall  apply  only  to  Eligible  Foreign  Custodians  selected  by the
         Delegate  and  shall  not apply to  Securities  Depositories  or to any
         Eligible  Foreign  Custodian  that  the  Delegate  is  directed  to use
         pursuant to Section 7 of this Delegation Schedule.

         4.  MONITORING.  The  Delegate  shall  establish a system to monitor at
reasonable  intervals (but at least annually) the appropriateness of maintaining
the Fund's Assets with each Eligible Foreign Custodian that has been selected by
the Delegate  pursuant to Section 3 of this  Delegation  Schedule.  The Delegate
shall monitor the continuing  appropriateness  of placement of the Fund's Assets
in  accordance  with  the  criteria  established  under  Section  3(a)  of  this
Delegation Schedule.  The Delegate shall monitor the continuing  appropriateness
of the  contract  governing  the  Fund's  arrangements  in  accordance  with the
criteria established under Section 3(b) of this Delegation Schedule.

         5. REPORTING.  At least annually and more frequently as mutually agreed
between the parties,  the Delegate  shall provide to the Board  written  reports
specifying  placement of the Fund's Assets with each Eligible Foreign  Custodian
selected by the Delegate  pursuant to Section 3 of this Delegation  Schedule and
shall  promptly  report  on  any  material   changes  to  such  foreign  custody
arrangements.  Delegate  will prepare such a report with respect to any Eligible
Foreign  Custodian  that the  Delegate  has been  instructed  to use pursuant to
Section 7 of this  Delegation  Schedule only to the extent  specifically  agreed
with respect to the particular situation.

         6.  WITHDRAWAL OF FUND'S  ASSETS.  If the Delegate  determines  that an
arrangement with a specific Eligible Foreign Custodian  selected by the Delegate
under Section 3 of this Delegation  Schedule no longer meets the requirements of
said Section,  Delegate shall withdraw the Fund's Assets from the  non-complying
arrangement as soon as reasonably practicable; provided, however, that if in the
reasonable  judgment of the Delegate,  such withdrawal would require liquidation
of any of the Fund's Assets or would materially  impair the liquidity,  value or
other investment  characteristics  of the Fund's Assets, it shall be the duty of
the Delegate to provide information  regarding the particular  circumstances and
to act only in accordance  with  Instructions  of the Trust with respect to such
liquidation or other withdrawal.

         7. DIRECTION AS TO ELIGIBLE  FOREIGN  CUSTODIAN.  Notwithstanding  this
Delegation Schedule, the Trust may direct the Delegate to place and maintain the
Fund's Assets with a particular  Eligible Foreign  Custodian,  including without
limitation with respect to investment in countries as to which the Delegate will
not provide delegation  services.  In such event, the Delegate shall be entitled
to rely on any such instruction as an Instruction under the terms of the Custody
Agreement and shall have no duties under this  Delegation  Schedule with respect
to such  arrangement  save those that it may undertake  specifically  in writing
with respect to each particular instance.

         8. STANDARD OF CARE.  In carrying out its duties under this  Delegation
Schedule,  the  Delegate  agrees  to  exercise  reasonable  care,  prudence  and
diligence  such as a person having  responsibility  for  safekeeping  the Fund's
Assets would exercise.

         9. REPRESENTATIONS. The Trust hereby represents and warrants that it is
a U.S.  Trust  and that  this  Delegation  Schedule  has been  duly  authorized,
executed  and  delivered  by the  Delegate  and is a legal,  valid  and  binding
agreement of the Delegate.  The Trust hereby  represents  and warrants that each
Board of Trustees has  determined  that it is reasonable to rely on the Delegate

                                      -34-
<PAGE>

to perform  the  delegated  responsibilities  provided  for herein and that this
Delegation  Schedule has been duly  authorized,  executed  and  delivered by the
Trust and is a legal, valid and binding agreement of the Trust.

         10.  EFFECTIVENESS;  TERMINATION.  This  Delegation  Schedule  shall be
effective  as of the date on which  this  Delegation  Schedule  shall  have been
accepted  by the  Delegate,  as  indicated  by the  date  set  forth  below  the
Delegate's  signature.  This Delegation  Schedule may be terminated at any time,
without  penalty,   by  written  notice  from  the  terminating   party  to  the
non-terminating  party. Such termination shall be effective on the 30th calendar
day  following  the date on which the  non-terminating  party shall  receive the
foregoing notice.  Notwithstanding the foregoing, this Delegation Schedule shall
be deemed to have  been  terminated  concurrently  with the  termination  of the
Custody Agreement.

         11.  NOTICES.  Notices and other  communications  under this Delegation
Schedule are to be made in accordance with the arrangements  designated for such
purpose  under the Custody  Agreement  unless  otherwise  indicated in a writing
referencing this Delegation Schedule and executed by both parties.

         12.  DEFINITIONS.  Capitalized  terms  not  otherwise  defined  in this
Delegation Schedule have the following meanings:

         a. Country Risk - shall have the meaning set forth in Section  9.3.2 of
         the Custody Agreement.

         b.  ELIGIBLE  FOREIGN  CUSTODIAN  - shall have the meaning set forth in
         Rule 17f-5(a)(1) of the 1940 Act and shall also include a U.S. Bank.

         c. FUND'S ASSETS - shall mean any of the Fund's investments  (including
         foreign  currencies) for which the primary market is outside the United
         States, and such cash and cash equivalents as are reasonably  necessary
         to effect the Fund's transactions in such investments.

         d.  INSTRUCTIONS  - shall  have the  meaning  set forth in the  Custody
         Agreement.

         e.  SECURITIES  DEPOSITORY  - shall have the  meaning set forth in Rule
         17f-7 of the 1940 Act.

         f.  SOVEREIGN  RISK - shall have the meaning set forth in Section 9.3.3
         of the Custody Agreement.

         g .  U.S.  BANK - shall  mean a bank  which  qualifies  to  serve  as a
         custodian of assets of investment  companies under Section 17(f) of the
         1940 Act.

         13. GOVERNING LAW AND JURISDICTION.  This Delegation  Schedule shall be
construed in accordance with the laws of the State of New Ohio without reference
to the conflict of law  provisions  thereof.  The parties  hereby  submit to the
exclusive jurisdiction of the Federal courts sitting in the State of Ohio or the
or of the state courts of such State.

         14. FEES.  Delegate shall perform its functions  under this  Delegation
Schedule for the compensation determined under the Custody Agreement.

         15.  INTEGRATION.  This  Delegation  Schedule  sets  forth  all  of the
Delegate's  duties with  respect to the  selection  and  monitoring  of Eligible
Foreign  Custodians,  the  administration  of contracts  with  Eligible  Foreign
Custodians,  the withdrawal of assets from Eligible  Foreign  Custodians and the
issuance of reports in  connection  with such  duties.  The terms of the Custody
Agreement  shall apply  generally  as to matters not  expressly  covered in this
Delegation Schedule,  including dealings with the Eligible Foreign Custodians in
the  course  of  discharge  of the  Delegate's  obligations  under  the  Custody
Agreement.

                                      -35-

<PAGE>



         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Delegation Schedule to be duly executed as of the date first above written.

The undersigned acknowledges that (I/we) have received a copy of this document.




INFINITY CAPITAL GROUP, INC.             THE HUNTINGTON NATIONAL BANK




By: /s/ Gregory H. Laborde               By: /s/ Dan Luke - 11/24/2009

Name: Gregory H. Laborde                 Name:  Dan Luke

Title:President                          Title:  Vice President






























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