Exhibit 10.3
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                        CUSTODIAN SERVICES AGREEMENT
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         THIS AGREEMENT is made as of January 1, 2002 by and between PFPC
TRUST COMPANY ("PFPC Trust"), and UST PRIVATE EQUITY INVESTORS FUND, INC.
(the "Fund").

                            W I T N E S S E T H:

         WHEREAS, the Fund is a closed-end, non-diversified management
investment company that has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended (the "1940
Act"); and

         WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services, and PFPC Trust wishes to furnish custodian services, either
directly or through an affiliate or affiliates, as more fully described
herein.

         NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

1.       Definitions.  As Used in This Agreement:

         (a)   "1933 Act" means the Securities Act of 1933, as amended.

         (b)   "1934 Act" means the Securities Exchange Act of 1934, as
               amended.

         (c)   "Authorized Person" means any officer of the Fund and any
               other person authorized by the Fund to give Oral or Written
               Instructions on behalf of the Fund. An Authorized Person's
               scope of authority may be limited by setting forth such
               limitation in a written document signed by both parties
               hereto.

         (d)   "Book-Entry System" means Federal Reserve Treasury
               book-entry system for United States and federal agency
               securities, its successor or successors, and its nominee or
               nominees and any book-entry system maintained by an exchange
               registered with the SEC under the 1934 Act.

         (e)   "CEA" means the Commodities Exchange Act, as amended.

         (f)   "Change of Control" means a change in ownership or control
               (not including transactions between wholly-owned direct or
               indirect subsidiaries of a common parent) of 25% or more of
               the beneficial ownership of the shares of common stock or
               shares of beneficial interest of an entity or its parent(s).

         (g)   "Oral Instructions" mean oral instructions received by PFPC
               Trust from an Authorized Person or from a person reasonably
               believed by PFPC Trust to be an Authorized Person. PFPC
               Trust may, in its sole discretion in each separate instance,
               consider and rely upon instructions it receives from an
               Authorized Person via electronic mail as Oral Instructions.

         (h)   "PFPC Trust" means PFPC Trust Company or a subsidiary or
               affiliate of PFPC Trust Company.

         (i)   "SEC" means the Securities and Exchange Commission.

         (j)   "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940
               Act and the CEA.

         (k)   "Shares" mean the shares of beneficial interest of any
               series or class of the Fund.

         (l)   "Property" means:

               (i)    any and all securities and other investment items
                      which the Fund may from time to time deposit, or
                      cause to be deposited, with PFPC Trust or which PFPC
                      Trust may from time to time hold for the Fund;

               (ii)   all income in respect of any of such securities or
                      other investment items;

               (iii)  all proceeds of the sale of any of such securities or
                      investment items; and

               (iv)   all proceeds of the sale of securities issued by the
                      Fund, which are received by PFPC Trust from time to
                      time, from or on behalf of the Fund.

         (m)   "Written Instructions" mean (i) written instructions signed
               by two Authorized Persons and received by PFPC Trust or (ii)
               trade instructions transmitted by means of an electronic
               transaction reporting system which requires the use of a
               password or other authorized identifier in order to gain
               access. The instructions may be delivered electronically or
               by hand, mail, tested telegram, cable, telex or facsimile
               sending device.

2.       Appointment. The Fund hereby appoints PFPC Trust to provide
         custodian services to the Fund and PFPC Trust accepts such
         appointment and agrees to furnish such services.

3.       Delivery of Documents. The Fund has provided or, where applicable,
         will provide PFPC Trust with the following:

         (a)   at PFPC Trust's request, certified or authenticated copies
               of the resolutions of the Fund's directors, approving the
               appointment of PFPC Trust or its affiliates to provide
               services;

         (b)   a copy of the Fund's registration of securities pursuant to
               section 12(g) of the Securities Exchange Act of 1934 on Form
               8-A;

         (c)   a copy of the Fund's notification of election to be subject
               to sections 55 through 65 of the 1940 Act pursuant to
               Section 54(a) of the 1940 Act;

         (d)   a copy of the Fund's most recent effective registration
               statement;

         (e)   a copy of the Fund's advisory agreements;

         (f)   a copy of the distribution/underwriting agreement with
               respect to each class of Shares;

         (g)   a copy of the Fund's administration agreement;

         (h)   copies of any distribution and/or member servicing plans and
               agreements made in respect of the Fund; and

         (i)   certified or authenticated copies of any and all amendments
               or supplements to the foregoing.

4.       Compliance with Laws.

         PFPC Trust undertakes to comply with material applicable
         requirements of the Securities Laws and material laws, rules and
         regulations of governmental authorities having jurisdiction with
         respect to the duties to be performed by PFPC Trust hereunder.
         Except as specifically set forth herein, PFPC Trust assumes no
         responsibility for such compliance by the Fund or any other
         entity.

5.       Instructions.

         (a)   Unless otherwise provided in this Agreement, PFPC Trust
               shall act only upon Oral Instructions or Written
               Instructions.

         (b)   PFPC Trust shall be entitled to rely upon any Oral
               Instruction or Written Instruction it receives from an
               Authorized Person (or from a person reasonably believed by
               PFPC Trust to be an Authorized Person) pursuant to this
               Agreement. PFPC Trust may assume that any Oral Instructions
               or Written Instructions received hereunder are not in any
               way inconsistent with the provisions of organizational
               documents of the Fund or of any vote, resolution or
               proceeding of the Fund's directors or of the Fund's
               shareholders, unless and until PFPC Trust receives Written
               Instructions to the contrary.

         (c)   The Fund agrees to forward to PFPC Trust Written
               Instructions confirming Oral Instructions (except where such
               Oral Instructions are given by PFPC Trust or its affiliates)
               so that PFPC Trust receives the Written Instructions by the
               close of business on the day after such Oral Instructions
               are received. The fact that such confirming Written
               Instructions are not received by PFPC Trust or differ from
               the Oral Instructions shall in no way invalidate the
               transactions or enforceability of the transactions
               authorized by the Oral Instructions or PFPC Trust's ability
               to rely upon such Oral Instructions. Where Oral Instructions
               or Written Instructions reasonably appear to have been
               received from an Authorized Person, PFPC Trust shall incur
               no liability to the Fund in acting upon such Oral
               Instructions or Written Instructions provided that PFPC
               Trust's actions comply with the other provisions of this
               Agreement.

6.       Right to Receive Advice.

         (a)   Advice of the Fund. If PFPC Trust is in doubt as to any
               action it should or should not take, PFPC Trust may request
               directions or advice, including Oral Instructions or Written
               Instructions, from the Fund.

         (b)   Advice of Counsel. If PFPC Trust shall be in doubt as to any
               question of law pertaining to any action it should or should
               not take, PFPC Trust may request advice from counsel of its
               own choosing (who may be counsel for the Fund, the Fund's
               investment adviser or PFPC Trust, at the option of PFPC
               Trust).

         (c)   Conflicting Advice. In the event of a conflict between
               directions or advice or Oral Instructions or Written
               Instructions PFPC Trust receives from the Fund, and the
               advice it receives from counsel, PFPC Trust shall be
               entitled to rely upon and follow the advice of counsel.

         (d)   Protection of PFPC Trust. PFPC Trust shall be protected in
               any action it takes or does not take in reliance upon
               directions or advice or Oral Instructions or Written
               Instructions it receives from the Fund or from counsel and
               which PFPC Trust believes, in good faith, to be consistent
               with those directions or advice or Oral Instructions or
               Written Instructions. Nothing in this section shall be
               construed so as to impose an obligation upon PFPC Trust (i)
               to seek such directions or advice or Oral Instructions or
               Written Instructions, or (ii) to act in accordance with such
               directions or advice or Oral Instructions or Written
               Instructions unless, under the terms of other provisions of
               this Agreement, the same is a condition of PFPC Trust's
               properly taking or not taking such action.

7.       Records; Visits. The books and records pertaining to the Fund,
         which are in the possession or under the control of PFPC Trust,
         shall be the property of the Fund. Such books and records shall be
         prepared and maintained as required by the 1940 Act and other
         applicable securities laws, rules and regulations. The Fund and
         Authorized Persons shall have access to such books and records at
         all times during PFPC Trust's normal business hours. Upon the
         reasonable request of the Fund, copies of any such books and
         records shall be provided by PFPC Trust to the Fund or to an
         authorized representative of the Fund, at the Fund's expense.

8.       Confidentiality. Each party shall keep confidential any
         information relating to the other party's business ("Confidential
         Information"). Confidential Information shall include (a) any data
         or information that is competitively sensitive material, and not
         generally known to the public, including, but not limited to,
         information about product plans, marketing strategies, finances,
         operations, customer relationships, customer profiles, customer
         lists, sales estimates, business plans, and internal performance
         results relating to the past, present or future business
         activities of the Fund or PFPC Trust, their respective
         subsidiaries and affiliated companies and the customers, clients
         and suppliers of any of them; (b) any scientific or technical
         information, design, process, procedure, formula, or improvement
         that is commercially valuable and secret in the sense that its
         confidentiality affords the Fund or PFPC Trust a competitive
         advantage over its competitors; (c) all confidential or
         proprietary concepts, documentation, reports, data,
         specifications, computer software, source code, object code, flow
         charts, databases, inventions, know-how, and trade secrets,
         whether or not patentable or copyrightable; and (d) anything
         designated as confidential. Notwithstanding the foregoing,
         information shall not be subject to such confidentiality
         obligations if it: (a) is already known to the receiving party at
         the time it is obtained; (b) is or becomes publicly known or
         available through no wrongful act of the receiving party; (c) is
         rightfully received from a third party who, to the best of the
         receiving party's knowledge, is not under a duty of
         confidentiality; (d) is released by the protected party to a third
         party without restriction; (e) is required to be disclosed by the
         receiving party pursuant to a requirement of a court order,
         subpoena, governmental or regulatory agency or law (provided the
         receiving party will provide the other party written notice of
         such requirement, to the extent such notice is permitted); (f) is
         relevant to the defense of any claim or cause of action asserted
         against the receiving party; or (g) has been or is independently
         developed or obtained by the receiving party.

9.       Cooperation with Accountants. PFPC Trust shall cooperate with the
         Fund's independent public accountants and shall take all
         reasonable action to make any requested information available to
         such accountants as reasonably requested by the Fund.

10.      PFPC System. PFPC Trust shall retain title to and ownership of any
         and all data bases, computer programs, screen formats, report
         formats, interactive design techniques, derivative works,
         inventions, discoveries, patentable or copyrightable matters,
         concepts, expertise, patents, copyrights, trade secrets, and other
         related legal rights utilized by PFPC Trust in connection with the
         services provided by PFPC Trust to the Fund (collectively, "PFPC
         System Elements"). To the extent that PFPC System Elements are
         incorporated in any work product produced for the Fund, PFPC Trust
         hereby grants a non-exclusive, royalty-free and non-transferable
         license to use for its internal purposes the PFPC System Elements
         in the form provided to the Fund.

11.      Disaster Recovery. PFPC Trust shall enter into and shall maintain
         in effect with appropriate parties one or more agreements making
         reasonable provisions for emergency use of electronic data
         processing equipment to the extent appropriate equipment is
         available. In the event of equipment failures, PFPC Trust shall,
         at no additional expense to the Fund, take reasonable steps to
         minimize service interruptions. PFPC Trust shall have no liability
         with respect to the loss of data or service interruptions caused
         by equipment failure provided such loss or interruption is not
         caused by PFPC Trust's own willful misfeasance, bad faith,
         negligence or reckless disregard of its duties or obligations
         under this Agreement.

12.      Compensation. As compensation for custody services rendered by
         PFPC Trust during the term of this Agreement, the Fund will pay to
         PFPC Trust a fee or fees as may be agreed to in writing from time
         to time by the Fund and PFPC Trust. The Fund acknowledges that
         PFPC Trust may receive float benefits in connection with
         maintaining certain accounts required to provide services under
         this Agreement.

13.      Indemnification.

         (a)   The Fund agrees to indemnify and hold harmless PFPC Trust
               and its affiliates from all taxes, charges, expenses,
               assessments, claims and liabilities (including, without
               limitation, attorneys' fees and disbursements and
               liabilities arising under the Securities Laws and any state
               and foreign securities and blue sky laws) arising directly
               or indirectly from any action or omission to act which PFPC
               Trust takes in connection with the provision of services to
               the Fund. Neither PFPC Trust, nor any of its affiliates,
               shall be indemnified against any liability (or any expenses
               incident to such liability) caused by PFPC Trust's or its
               affiliates' own willful misfeasance, bad faith, negligence
               or reckless disregard of its duties and obligations under
               this Agreement.

         (b)   Notwithstanding anything in this Agreement to the contrary,
               neither the Fund nor its affiliates shall be liable for any
               consequential, special or indirect losses or damages whether
               or not the likelihood of such damages or loss was known by
               the Fund or its affiliates.

14.      Responsibility of PFPC Trust.

         (a)   PFPC Trust shall be under no duty to take any action
               hereunder on behalf of the Fund except as specifically set
               forth herein or as may be specifically agreed to by PFPC
               Trust and the Fund in a written amendment hereto. PFPC Trust
               shall be obligated to exercise care and diligence in the
               performance of its duties hereunder and to act in good faith
               in performing services provided for under this Agreement.
               PFPC Trust shall be liable only for any damages arising out
               of PFPC Trust's failure to perform its duties under this
               Agreement to the extent such damages arise out of PFPC
               Trust's willful misfeasance, bad faith, negligence or
               reckless disregard of its duties under this Agreement.

         (b)   Without limiting the generality of the foregoing or of any
               other provision of this Agreement, (i) PFPC Trust shall not
               be liable for losses beyond its control, including without
               limitation (subject to Section 11), delays or errors or loss
               of data occurring by reason of circumstances beyond PFPC
               Trust's control, provided that PFPC Trust has acted in
               accordance with the standard set forth in Section 14(a)
               above; and (ii) PFPC Trust shall not be under any duty or
               obligation to inquire into and shall not be liable for the
               validity or invalidity or authority or lack thereof of any
               Oral Instruction or Written Instruction, notice or other
               instrument which PFPC Trust reasonably believes to be
               genuine.

         (c)   Notwithstanding anything in this Agreement to the contrary,
               neither PFPC Trust nor its affiliates shall be liable for
               any consequential, special or indirect losses or damages,
               whether or not the likelihood of such losses or damages was
               known by PFPC Trust or its affiliates

         (d)   Each party shall have a duty to mitigate damages for which
               the other party may become responsible.

15.      Description of Services.

         (a)   Delivery of the Property. The Fund will deliver or arrange
               for delivery to PFPC Trust, all the Property owned by the
               Fund, including cash received as a result of the
               distribution of Shares, during the term of this Agreement.
               PFPC Trust will not be responsible for such property until
               actual receipt.

         (b)   Receipt and Disbursement of Money. PFPC Trust, acting upon
               Written Instructions, shall open and maintain separate
               accounts in the Fund's name using all cash received from or
               for the account of the Fund, subject to the terms of this
               Agreement. In addition, upon Written Instructions, PFPC
               Trust shall open separate custodial accounts for the Fund
               (collectively, the "Accounts") and shall hold in the
               Accounts all cash received from or for the Accounts of the
               Fund specifically designated to the Fund.

               PFPC  Trust shall make cash payments from or for the Fund only
               for:

               (i)    purchases of securities in the name of the Fund, PFPC
                      Trust, PFPC Trust's nominee or a sub-custodian or
                      nominee thereof as provided in sub-section (j) and
                      for which PFPC Trust has received a copy of the
                      broker's or dealer's confirmation or payee's invoice,
                      as appropriate;

               (ii)   purchase or redemption of Shares of the Fund
                      delivered to PFPC Trust;

               (iii)  payment of, subject to Written Instructions,
                      interest, taxes, administration, accounting,
                      distribution, advisory, management fees or similar
                      expenses which are to be borne by the Fund;

               (iv)   payment to, subject to receipt of Written
                      Instructions, the Fund's transfer agent, as agent for
                      the shareholders, of an amount equal to the amount of
                      dividends and distributions stated in the Written
                      Instructions to be distributed in cash by the
                      transfer agent to shareholders, or, in lieu of paying
                      the Fund's transfer agent, PFPC Trust may arrange for
                      the direct payment of cash dividends and
                      distributions to shareholders in accordance with
                      procedures mutually agreed upon from time to time by
                      and among the Fund, PFPC Trust and the Fund's
                      transfer agent.

               (v)    payments, upon receipt of Written Instructions, in
                      connection with the conversion, exchange or surrender
                      of securities owned or subscribed to by the Fund and
                      held by or delivered to PFPC Trust;

               (vi)   payments of the amounts of dividends received with
                      respect to securities sold short;

               (vii)  payments made to a sub-custodian pursuant to
                      provisions in sub-section (c) of this Section; and

               (viii) other payments, upon Written Instructions.

         PFPC Trust is hereby authorized to endorse and collect all checks,
         drafts or other orders for the payment of money received as
         custodian for the Accounts.

         (c)   Receipt of Securities; Subcustodians.

               (i)    PFPC Trust shall hold all securities received by it
                      for the Accounts in a separate account that
                      physically segregates such securities from those of
                      any other persons, firms or corporations, except for
                      securities held in a Book-Entry System. All such
                      securities shall be held or disposed of only upon
                      Written Instructions of the Fund pursuant to the
                      terms of this Agreement. PFPC Trust shall have no
                      power or authority to assign, hypothecate, pledge or
                      otherwise dispose of any such securities or
                      investment, except upon the express terms of this
                      Agreement or upon Written Instructions authorizing
                      the transaction. In no case may any member of the
                      Fund's directors, or any officer, employee or agent
                      of the Fund withdraw any securities.

                      At PFPC Trust's own expense and for its own
                      convenience, PFPC Trust may enter into sub-custodian
                      agreements with other banks or trust companies to
                      perform duties described in this sub-section (c) with
                      respect to domestic assets. Such bank or trust
                      company shall have an aggregate capital, surplus and
                      undivided profits, according to its last published
                      report, of at least one million dollars ($1,000,000),
                      if it is a subsidiary or affiliate of PFPC Trust, or
                      at least twenty million dollars ($20,000,000) if such
                      bank or trust company is not a subsidiary or
                      affiliate of PFPC Trust. In addition, such bank or
                      trust company must be qualified to act as custodian
                      and agree to comply with the relevant provisions of
                      applicable rules and regulations. Any such
                      arrangement will not be entered into without prior
                      written notice to the Fund (or as otherwise provided
                      in the 1940 Act).

                      In addition, PFPC Trust may enter into arrangements
                      with sub-custodians with respect to services
                      regarding foreign assets. Any such arrangement will
                      be entered into with prior written notice to the Fund
                      (or as otherwise provided in the 1940 Act).

                      PFPC Trust shall remain responsible for the
                      performance of all of its duties as described in this
                      Agreement and shall hold the Fund harmless from its
                      own acts or omissions, under the standards of care
                      provided for herein, or the acts and omissions of any
                      sub-custodian chosen by PFPC Trust under the terms of
                      this sub-section (c).

         (d)   Transactions Requiring Instructions. Upon receipt of Oral
               Instructions or Written Instructions and not otherwise, PFPC
               Trust, directly or through the use of the Book-Entry System,
               shall:

               (i)    deliver any securities held for the Fund against the
                      receipt of payment for the sale of such securities;

               (ii)   execute and deliver to such persons as may be
                      designated in such Oral Instructions or Written
                      Instructions, proxies, consents, authorizations, and
                      any other instruments whereby the authority of the
                      Fund as owner of any securities may be exercised;

               (iii)  deliver any securities to the issuer thereof, or its
                      agent, when such securities are called, redeemed,
                      retired or otherwise become payable at the option of
                      the holder; provided that, in any such case, the cash
                      or other consideration is to be delivered to PFPC
                      Trust;

               (iv)   deliver any securities held for the Fund against
                      receipt of other securities or cash issued or paid in
                      connection with the liquidation, reorganization,
                      refinancing, tender offer, merger, consolidation or
                      recapitalization of any corporation, or the exercise
                      of any conversion privilege;

               (v)    deliver any securities held for the Fund 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;

               (vi)   make such transfer or exchanges of the assets of the
                      Fund and take such other steps as shall be stated in
                      said Oral Instructions or Written Instructions to be
                      for the purpose of effectuating a duly authorized
                      plan of liquidation, reorganization, merger,
                      consolidation or recapitalization of the Fund;

               (vii)  release securities belonging to the Fund to any bank
                      or trust company for the purpose of a pledge or
                      hypothecation to secure any loan incurred by the
                      Fund; provided, however, that securities shall be
                      released only upon payment to PFPC Trust of the
                      monies borrowed, except that in cases where
                      additional collateral is required to secure a
                      borrowing already made subject to proper prior
                      authorization, further securities may be released for
                      that purpose; and repay such loan upon redelivery to
                      it of the securities pledged or hypothecated therefor
                      and upon surrender of the note or notes evidencing
                      the loan;

               (viii) release and deliver securities owned by the Fund in
                      connection with any repurchase agreement entered into
                      on behalf of the Fund, but only on receipt of payment
                      therefor; and pay out moneys of the Fund in
                      connection with such repurchase agreements, but only
                      upon the delivery of the securities;

               (ix)   release and deliver or exchange securities owned by
                      the Fund in connection with any conversion of such
                      securities, pursuant to their terms, into other
                      securities;

               (x)    release and deliver securities to a broker in
                      connection with the broker's custody of margin
                      collateral relating to futures and options
                      transactions;

               (xi)   release and deliver securities owned by the Fund for
                      the purpose of redeeming in kind shares of the Fund
                      upon delivery thereof to PFPC Trust; and

               (xii)  release and deliver or exchange securities owned by
                      the Fund for other purposes.

                      PFPC Trust must also receive a certified resolution
                      describing the nature of the corporate purpose and
                      the name and address of the person(s) to whom
                      delivery shall be made when such action is pursuant
                      to sub-paragraph d(xii).

         (e)   Use of Book-Entry System. PFPC Trust is authorized and
               instructed, on a continuous basis, to deposit in the
               Book-Entry System all securities belonging to the Fund
               eligible for deposit therein and to utilize the Book-Entry
               System to the extent possible in connection with settlements
               of purchases and sales of securities by the Fund, and
               deliveries and returns of securities loaned, subject to
               repurchase agreements or used as collateral in connection
               with borrowings. PFPC Trust shall continue to perform such
               duties until it receives Written Instructions or Oral
               Instructions authorizing contrary actions.

               PFPC Trust shall administer the Book-Entry System as follows:

               (i)    With respect to securities of the Fund which are
                      maintained in the Book-Entry System, the records of
                      PFPC Trust shall identify by Book-Entry or otherwise
                      those securities belonging to the Fund.

               (ii)   Assets of the Fund deposited in the Book-Entry System
                      will at all times be segregated from any assets and
                      cash controlled by PFPC Trust in other than a
                      fiduciary or custodian capacity but may be commingled
                      with other assets held in such capacities.

               PFPC Trust will provide the Fund with such reports on its
               own system of internal control as the Fund may reasonably
               request from time to time.

         (f)   Registration of Securities. All Securities held for the Fund
               which are issued or issuable only in bearer form, except
               such securities held in the Book-Entry System, shall be held
               by PFPC Trust in bearer form; all other securities held for
               the Fund may be registered in the name of the Fund, PFPC
               Trust, the Book-Entry System, a sub-custodian, or any duly
               appointed nominee of the Fund, PFPC Trust, Book-Entry System
               or sub-custodian. The Fund reserves the right to instruct
               PFPC Trust as to the method of registration and safekeeping
               of the securities of the Fund. The Fund agrees to furnish to
               PFPC Trust appropriate instruments to enable PFPC Trust to
               hold or deliver in proper form for transfer, or to register
               in the name of its nominee or in the name of the Book-Entry
               System or in the name of another appropriate entity, any
               securities which it may hold for the Accounts and which may
               from time to time be registered in the name of the Fund.

         (g)   Voting and Other Action. Neither PFPC Trust nor its nominee
               shall vote any of the securities held pursuant to this
               Agreement by or for the account of the Fund, except in
               accordance with Written Instructions. PFPC Trust, directly
               or through the use of the Book-Entry System, shall execute
               in blank and promptly deliver all notices, proxies and proxy
               soliciting materials received by PFPC Trust as custodian of
               the Property to the registered holder of such securities.

         (h)   Transactions Not Requiring Instructions. In the absence of
               contrary Written Instructions, PFPC Trust is authorized to
               take the following actions:

               (i)    Collection of Income and Other Payments.

                      (A) collect and receive for the account of the Fund.,
                          all income, dividends, distributions, coupons,
                          option premiums, other payments and similar
                          items, included or to be included in the
                          Property, and, in addition, promptly advise the
                          Fund of such receipt and credit such income, as
                          collected, to the Fund's custodian account;

                      (B) endorse and deposit for collection, in the name
                          of the Fund, checks, drafts, or other orders for
                          the payment of money;

                      (C) receive and hold for the account of the Fund all
                          securities received as a distribution on the
                          Fund's securities as a result of a stock
                          dividend, share split-up or reorganization,
                          recapitalization, readjustment or other
                          rearrangement or distribution of rights or
                          similar securities issued with respect to any
                          securities belonging to the Fund and held by PFPC
                          Trust hereunder;

                      (D) present for payment and collect the amount
                          payable upon all securities which may mature or
                          be, on a mandatory basis, called, redeemed, or
                          retired, or otherwise become payable on the date
                          such securities become payable; and

                      (E) take any action which may be necessary and proper
                          in connection with the collection and receipt of
                          such income and other payments and the
                          endorsement for collection of checks, drafts, and
                          other negotiable instruments.

               (ii)   Miscellaneous Transactions.

                      (A) PFPC Trust is authorized to deliver or cause to
                          be delivered Property against payment or other
                          consideration or written receipt therefor in the
                          following cases:

                          (1) for examination by a broker or dealer selling
                              for the account of the Fund in accordance with
                              street delivery custom;

                          (2) for the exchange of interim receipts or
                              temporary securities for definitive securities;
                              and

                          (3) for transfer of securities into the name of the
                              Fund or PFPC Trust or a sub-custodian or a
                              nominee of one of the foregoing, or for
                              exchange of securities for a different number
                              of bonds, certificates, or other evidence,
                              representing the same aggregate face amount or
                              number of units bearing the same interest rate,
                              maturity date and call provisions, if any;
                              provided that, in any such case, the new
                              securities are to be delivered to PFPC Trust.

                      (B) unless and until PFPC Trust receives Oral
                          Instructions or Written Instructions to the
                          contrary, PFPC Trust shall:

                          (1) pay all income items held by it which call for
                              payment upon presentation and hold the cash
                              received by it upon such payment for the
                              account of the Fund;

                          (2) collect interest and cash dividends received,
                              with notice to the Fund, to the account of the
                              Fund;

                          (3) hold for the account of the Fund all stock
                              dividends, rights and similar securities issued
                              with respect to any securities held by PFPC
                              Trust; and

                          (4) execute as agent on behalf of the Fund all
                              necessary ownership certificates required by
                              the Internal Revenue Code or the Income Tax
                              Regulations of the United States Treasury
                              Department or under the laws of any state now
                              or hereafter in effect, inserting the Fund's
                              name, on behalf of the Fund, on such
                              certificate as the owner of the securities
                              covered thereby, to the extent it may lawfully
                              do so.

         (i)   Segregated Accounts.

               (i)    PFPC Trust shall upon receipt of Written Instructions or
                      Oral Instructions establish and maintain segregated
                      accounts on its records for and on behalf of the Fund.
                      Such accounts may be used to transfer cash and
                      securities, including securities in the Book-Entry System:

                      (A) for the purposes of compliance by the Fund with
                          the procedures required by a securities or
                          option exchange, providing such procedures
                          comply with the 1940 Act and any releases of
                          the SEC relating to the maintenance of
                          segregated accounts by registered investment
                          companies; and

                      (B) upon receipt of Written Instructions, for other
                          purposes.

               (ii)   PFPC Trust shall arrange for the establishment of IRA
                      custodian accounts for such shareholders holding
                      Shares through IRA accounts, in accordance with the
                      Fund's prospectuses, the Internal Revenue Code of
                      1986, as amended (including regulations promulgated
                      thereunder), and with such other procedures as are
                      mutually agreed upon from time to time by and among
                      the Fund, PFPC Trust and the Fund's transfer agent.

         (j)   Purchases of Securities. PFPC Trust shall settle purchased
               securities upon receipt of Oral Instructions or Written
               Instructions that specify:

               (i)    the name of the issuer and the title of the
                      securities, including CUSIP number if applicable;

               (ii)   the number of shares or the principal amount
                      purchased and accrued interest, if any;

               (iii)  the date of purchase and settlement;

               (iv)   the purchase price per unit;

               (v)    the total amount payable upon such purchase;

               (vi)   the Fund involved; and

               (vii)  the name of the person from whom or the broker
                      through whom the purchase was made. PFPC Trust shall
                      upon receipt of securities purchased by or for the
                      Fund pay out of the moneys held for the account of
                      the Fund the total amount payable to the person from
                      whom or the broker through whom the purchase was
                      made, provided that the same conforms to the total
                      amount payable as set forth in such Oral Instructions
                      or Written Instructions.

         (k)   Sales of Securities. PFPC Trust shall settle sold securities
               upon receipt of Oral Instructions or Written Instructions
               that specify:

               (i)    the name of the issuer and the title of the security,
                      including CUSIP number if applicable;

               (ii)   the number of shares or principal amount sold, and
                      accrued interest, if any;

               (iii)  the date of trade and settlement;

               (iv)   the sale price per unit;

               (v)    the total amount payable to the Fund upon such sale;

               (vi)   the name of the broker through whom or the person to
                      whom the sale was made;

               (vii)  the location to which the security must be delivered
                      and delivery deadline, if any; and

               (viii) the Fund involved.

         PFPC Trust shall deliver the securities upon receipt of the total
         amount payable to the Fund upon such sale, provided that the total
         amount payable is the same as was set forth in the Oral
         Instructions or Written Instructions. Notwithstanding the other
         provisions thereof, PFPC Trust may accept payment in such form as
         shall be satisfactory to it, and may deliver securities and
         arrange for payment in accordance with the customs prevailing
         among dealers in securities.

         (l)   Reports; Proxy Materials.

               (i)    PFPC Trust shall furnish to the Fund the following
                      reports:

                      (A) such periodic and special reports as the Fund
                          may reasonably request;

                      (B) a monthly statement summarizing all transactions
                          and entries for the account of the Fund, listing
                          each Fund security belonging to the Fund with the
                          adjusted average cost of each issue and the market
                          value at the end of such month and stating the cash
                          account of the Fund including disbursements;

                      (C) the reports required to be furnished to the Fund
                          pursuant to Rule 17f-4 of the 1940 Act; and

                      (D) such other information as may be agreed upon from
                          time to time between the Fund and PFPC Trust.

               (ii)   PFPC Trust shall transmit promptly to the Fund any
                      proxy statement, proxy material, notice of a call or
                      conversion or similar communication received by it as
                      custodian of the Property. PFPC Trust shall be under
                      no other obligation to inform the Fund as to such
                      actions or events.

         (m)   Crediting of Accounts. If PFPC Trust in its sole discretion
               credits the Fund Account with respect to (a) income,
               dividends, distributions, coupons, option premiums, other
               payments or similar items on a contractual payment date or
               otherwise in advance of PFPC Trust's actual receipt of the
               amount due, (b) the proceeds of any sale or other
               disposition of assets on the contractual settlement date or
               otherwise in advance of PFPC Trust's actual receipt of the
               amount due or (c) provisional crediting of any amounts due,
               and (i) PFPC Trust is subsequently unable to collect full
               and final payment for the amounts so credited within a
               reasonable time period using reasonable efforts or (ii)
               pursuant to standard industry practice, law or regulation
               PFPC Trust is required to repay to a third party such
               amounts so credited, or if any Property has been incorrectly
               credited, PFPC Trust shall have the absolute right in its
               sole discretion without demand to reverse any such credit or
               payment, to debit or deduct the amount of such credit or
               payment from the Account, and to otherwise pursue recovery
               of any such amounts so credited from the Fund. Nothing
               herein or otherwise shall require PFPC Trust to make any
               advances or to credit any amounts until PFPC Trust's actual
               receipt thereof. The Fund hereby grants a first priority
               contractual possessory security interest in and a right of
               setoff against the assets maintained in an Account hereunder
               in the amount necessary to secure the return and payment to
               PFPC Trust of any advance or credit made by PFPC Trust
               (including charges related thereto) to such Account.

         (n)   Collections. All collections of monies or other property in
               respect, or which are to become part, of the Property (but
               not the safekeeping thereof upon receipt by PFPC Trust)
               shall be at the sole risk of the Fund. If payment is not
               received by PFPC Trust within a reasonable time after proper
               demands have been made, PFPC Trust shall notify the Fund in
               writing, including copies of all demand letters, any written
               responses and memoranda of all oral responses and shall
               await instructions from the Fund. PFPC Trust shall not be
               obliged to take legal action for collection unless and until
               reasonably indemnified to its satisfaction. PFPC Trust shall
               also notify the Fund as soon as reasonably practicable
               whenever income due on securities is not collected in due
               course and shall provide the Fund with periodic status
               reports of such income collected after a reasonable time.

16.      Duration and Termination. This Agreement shall continue until
         terminated by the Fund or PFPC Trust on sixty (60) days' prior
         written notice to the other party. In the event this Agreement is
         terminated (pending appointment of a successor to PFPC Trust or vote
         of the shareholders of the Fund to dissolve or to function without a
         custodian of its cash, securities or other property), PFPC Trust
         shall not deliver cash, securities or other property of the Fund to
         the Fund. It may deliver them to a bank or trust company of PFPC
         Trust's choice, having an aggregate capital, surplus and undivided
         profits, as shown by its last published report, of not less than
         twenty million dollars ($20,000,000), as a custodian for the Fund to
         be held under terms similar to those of this Agreement. PFPC Trust
         shall not be required to make any delivery or payment of assets upon
         termination until full payment shall have been made to PFPC Trust of
         all of its fees, compensation, costs and expenses (such expenses
         include, without limitation, expenses associated with movement (or
         duplication) of records and materials and conversion thereof to a
         successor service provider, or to a bank or trust company pending
         appointment of such successor, and all trailing expenses incurred by
         PFPC Trust). PFPC Trust shall have a security interest in and shall
         have a right of setoff against the Property as security for the
         payment of such fees, compensation, costs and expenses.

17.      Change of Control. Notwithstanding any other provision of this
         Agreement, in the event of an agreement to enter into a
         transaction that would result in a Change of Control of the Fund's
         adviser or sponsor, the Fund's ability to terminate the Agreement
         pursuant to Section 16 will be suspended from the time of such
         agreement until the later to occur of (i) the first anniversary of
         the Change of Control and (ii) the date which is exactly 18 months
         after the date set forth in the first paragraph of this Agreement.

18.      Notices. Notices shall be addressed (a) if to PFPC Trust at 8800
         Tinicum Boulevard, 3rd Floor, Suite 200, Philadelphia, Pennsylvania
         19153, Attention: Sam Sparhawk; (b) if to the Fund, at 114 W. 47th
         Street, New York, NY 10036, Attention: Irene Greenberg; or (c) if to
         neither of the foregoing, at such other address as shall have been
         given by like notice to the sender of any such notice or other
         communication by the other party. If notice is sent by confirming
         telegram, cable, telex or facsimile sending device, it shall be
         deemed to have been given immediately. If notice is sent by
         first-class mail, it shall be deemed to have been given five days
         after it has been mailed. If notice is sent by messenger, it shall
         be deemed to have been given on the day it is delivered.

19.      Amendments. This Agreement, or any term hereof, may be changed or
         waived only by a written amendment, signed by the party against whom
         enforcement of such change or waiver is sought.

20.      Delegation; Assignment. PFPC Trust may assign its rights and
         delegate its duties hereunder to any affiliate of PFPC Trust or of
         The PNC Financial Services Group, Inc., provided that PFPC Trust
         gives the Fund 30 days' prior written notice of such assignment or
         delegation.

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

22.      Further Actions. Each party agrees to perform such further acts and
         execute such further documents as are reasonably necessary to
         effectuate the purposes hereof.

23.      Force Majeure. "Notwithstanding anything in this Agreement to the
         contrary, in no event shall either party be liable for any loss if
         and to the extent such loss is caused, directly or indirectly, by
         (i) fire, flood, elements of nature or other acts of God; (ii) any
         outbreak or escalation of hostilities, war, riots or civil disorders
         in any country, (iii) any act or omission of any governmental
         authority; (iv) any labor disputes (whether or not the employees'
         demands are reasonable or within the party's power to satisfy); or
         (v) nonperformance by a third party or any similar cause beyond the
         reasonable control of such party, including without limitation,
         failures or fluctuations in telecommunications, the Internet or
         other equipment operated or controlled by such party."

24.      Miscellaneous.

         (a)   Entire Agreement. This Agreement embodies the entire
               agreement and understanding between the parties and
               supersedes all prior agreements and understandings relating
               to the subject matter hereof, provided that the parties may
               embody in one or more separate documents their agreement, if
               any, with respect to delegated duties.

         (b)   No Representations or Warranties. Except as expressly
               provided in this Agreement, PFPC Trust hereby disclaims all
               representations and warranties, express or implied, made to
               the Fund or any other person, including, without limitation,
               any warranties regarding quality, suitability,
               merchantability, fitness for a particular purpose or
               otherwise (irrespective of any course of dealing, custom or
               usage of trade), of any services or any goods provided
               incidental to services provided under this Agreement. PFPC
               Trust disclaims any warranty of title or non-infringement
               except as otherwise set forth in this Agreement.

         (c)   No Changes that Materially Affect Obligations.
               Notwithstanding anything in this Agreement to the contrary,
               the Fund agrees not to make any modifications to its
               registration statement or adopt any policies which would
               affect materially the obligations or responsibilities of
               PFPC Trust hereunder without the prior written approval of
               PFPC Trust, which approval shall not be unreasonably
               withheld or delayed.

         (d)   Captions. The captions in this Agreement are included for
               convenience of reference only and in no way define or
               delimit any of the provisions hereof or otherwise affect
               their construction or effect.

         (e)   Governing Law. This Agreement shall be deemed to be a
               contract made in Delaware and governed by Delaware law,
               without regard to principles of conflicts of law.

         (f)   Partial Invalidity. If any provision of this Agreement shall
               be held or made invalid by a court decision, statute, rule
               or otherwise, the remainder of this Agreement shall not be
               affected thereby.

         (g)   Successors and Assigns. This Agreement shall be binding upon
               and shall inure to the benefit of the parties hereto and
               their respective successors and permitted assigns.

         (h)   Facsimile Signatures. The facsimile signature of any party
               to this Agreement shall constitute the valid and binding
               execution hereof by such party.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.


                                         PFPC INC.


                                         By:  _______________________
                                         Title: _____________________


                                         UST PRIVATE EQUITY INVESTORS FUND, INC.


                                         By:  _______________________
                                         Title: _____________________