EXHIBIT 70.10 CUSTODY AGREEMENT This agreement (the "Agreement") is entered into as of the 3rd day of December, 1999, by and between TriStar Capital Management Corp., (the "Corporation"), a corporation organized under the laws of the State of Ohio and...

EXHIBIT 70.10

CUSTODY AGREEMENT



This agreement (the "Agreement")
is entered into as of the 3rd day of December, 1999, by and
between TriStar Capital Management Corp., (the "Corporation"),
a corporation organized under the laws of the State of Ohio and
having its office at 00000 Xxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxx 00000
acting for and on behalf of TriStar Investment Trust (the "Fund"),
which is operated and maintained by the Corporation for the
benefit of the holders of shares of each Fund, and Firstar Bank,
N.A. (the "Custodian"), a national banking association
having its principal office and place of business at Firstar
Center, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.

WHEREAS, the Fund and the Custodian desire to enter
into this Agreement to provide for the custody and safekeeping of
the assets of the Fund as required by the Investment Company Act
of 1940, as amended (the "Act").

WHEREAS, the Fund hereby appoints the Custodian as
custodian of all the Fund's Securities and moneys at any time
owned by the Fund during the term of this Agreement (the "Fund
Assets").

WHEREAS, the Custodian hereby accepts such appointment
as Custodian and agrees to perform the duties thereof as
hereinafter set forth.

THEREFORE, in consideration of the mutual promises
hereinafter set forth, the Fund and the Custodian agree as
follows:



ARTICLE I

Definitions

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

Authorized Person - the Chairman, President, Secretary,
Treasurer, Controller, or Senior Vice President of the Fund, or
any other person, whether or not any such person is an officer or
employee of the Fund, duly authorized by the Board Of Directors
of the Fund to give Oral Instructions and Written Instructions on
behalf of the Fund, and listed in the Certificate annexed hereto
as Appendix A, or such other Certificate as may be received by
the Custodian from time to time.

Book-Entry System - the Federal Reserve Bank book-entry
system for United States Treasury securities and federal agency
securities. 

Certificate- A written certificate signed by the
Secretary of the Fund certifying the actions taken by the Board
of Directors.

Depository - The Depository Trust Company ("DTC"),
a limited purpose trust company its successor(s) and its nominee(s)
or any other person or clearing agent

Dividend and Transfer Agent - the dividend and transfer
agent appointed, from time to time, pursuant to a written
agreement between the dividend and transfer agent and the Fund

Foreign Securities - a) securities issued and sold
primarily outside of the United States by a foreign government, a
national of any foreign country, or a trust or other organization
incorporated or organized under the laws of any foreign country or;
b) securities issued or guaranteed by the government of the
United States, by any state, by any political subdivision or
agency thereof, or by any entity organized under the laws of the
United States or of any state thereof, which have been issued and
sold primarily outside of the United States.

Money Market Security - 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. 

Officers - the Chairman, President, Secretary,
Treasurer, Controller, and Senior Vice President of the Fund
listed in the Certificate annexed hereto as Appendix A, or such
other Certificate as may be received by the Custodian from time
to time.

Oral Instructions - verbal instructions 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 immediately following receipt of such Oral
Instructions.

Prospectus - 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.

Security or Securities - Money Market Securities,
common stock, preferred stock, options, financial futures, bonds,
notes, debentures, corporate debt securities, mortgages, and any
certificates, receipts, warrants, or other instruments
representing rights to receive, purchase, or subscribe for the
same or evidencing or representing any other rights or interest
therein, or any property or assets.

Written Instructions - communication received in
writing by the Custodian from an Authorized Person.



ARTICLE II

Documents and Notices to be Furnished by
the Fund

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


    
1. A copy of the Articles of Incorporation of the Fund
    certified by the Secretary.
    
2. A copy of the By-Laws of the Fund certified by the
    Secretary.
    
3. A copy of the resolution of the Board Of Directors of
    the Fund appointing the Custodian, certified by the Secretary.
    
4. A copy of the then current Prospectus.
    
5. A Certificate of the President and Secretary of the
    Fund setting forth the names and signatures of the Officers
    of the Fund.


B. The Fund agrees to notify the Custodian in writing of the
appointment of any Dividend and Transfer Agent.



ARTICLE III

Receipt of Fund Assets

A. During the term of this Agreement, the Fund will deliver or
cause to be delivered to the Custodian all moneys constituting
Fund Assets. The Custodian shall be entitled to reverse any
deposits made on the Fund's behalf where such deposits have been
entered and moneys are not finally collected within 30 days of
the making of such entry.

B. During the term of this Agreement, the Fund will deliver or
cause to be delivered to the Custodian all Securities
constituting Fund Assets. The Custodian will not have any duties
or responsibilities with respect to such Securities until
actually received by the Custodian.

C. As and when received, the Custodian shall deposit to the
account(s) of the Fund any and all payments for shares of the
Fund issued or sold from time to time as they are received from
the Fund's distributor or Dividend and Transfer Agent or from the
Fund itself. 



ARTICLE IV

Disbursement of Fund Assets 

A. The Fund shall furnish to the Custodian a copy of the
resolution of the Board Of Directors of the Fund, certified by
the Fund's Secretary, either (i) setting forth the date of the
declaration of any dividend or distribution in respect of shares
of the Fund, the date of payment thereof, the record date as of
which 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 the Fund on a daily basis and authorizing the Custodian
to rely on a Certificate setting forth the date of the
declaration of any such dividend or distribution, the date of
payment thereof, the record date as of which 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 such resolution or
Certificate 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. 

B. 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. 

C. Upon receipt of a Certificate 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, and the purpose for which
payment is to be made, the Custodian shall disburse amounts as
and when directed from the Fund Assets. The Custodian is
authorized to rely on such directions and shall be under no
obligation to inquire as to the propriety of such directions.

D. Upon receipt of a Certificate directing payment, the
Custodian shall disburse moneys from the Fund Assets in payment
of the Custodian's fees and expenses as provided in Article VIII
hereof.









ARTICLE V

Custody of Fund Assets

A. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Fund,
subject only to draft or order by the Custodian acting pursuant
to the terms of this Agreement, and shall hold all cash received
by it from or for the account of the Fund, other than cash
maintained by the Fund in a bank account established and used by
the Fund in accordance with Rule 17f-3 under the Act. Moneys held
by the Custodian on behalf of the Fund may be deposited by the
Custodian to its credit as Custodian in the banking department of
the Custodian. Such moneys shall be deposited by the Custodian in
its capacity as such, and shall be withdrawable by the Custodian
only in such capacity.

B. The Custodian shall hold all Securities delivered to it in
safekeeping in a separate account or accounts maintained at
Firstar Bank, N.A. for the benefit of the Fund. 

C. All Securities held which are issued or issuable only in
bearer form, shall be held by the Custodian in that form; all
other Securities held for the Fund shall be registered in the
name of the Custodian or its nominee. The Fund agrees to furnish
to the Custodian appropriate instruments to enable the Custodian
to hold, or deliver in proper form for transfer, any Securities
that it may hold for the account of the Fund and which may, from
time to time, be registered in the name of the Fund.

D. With respect to all Securities held for the Fund , the
Custodian shall on a timely basis (concerning items 1 and 2 below,
as defined in the Custodian's Standards of Service Guide, as
amended from time to time, annexed hereto as Appendix C):


    
1.) Collect all income due and payable with respect to
    such Securities;
    
2.) Present for payment and collect amounts payable upon
    all Securities which may mature or be called, redeemed, or
    retired, or otherwise become payable;
    
3.) Surrender Securities in temporary form for definitive
    Securities; and
    
4.) Execute, as agent, 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.


E. Upon receipt of a Certificate and not otherwise, the
Custodian shall:


    
1.) Execute and deliver to such persons as may be
    designated in such Certificate proxies, consents,
    authorizations, and any other instruments whereby the
    authority of the Fund as beneficial owner of any Securities
    may be exercised;
    
2.) Deliver any Securities in exchange for other
    Securities or cash issued or paid in connection with the
    liquidation, reorganization, refinancing, merger,
    consolidation, or recapitalization of any trust, or the
    exercise of any conversion privilege;



    
3.) Deliver any Securities to any protective committee,
    reorganization committee, or other person in connection with
    the reorganization, refinancing, merger, consolidation,
    recapitalization, or sale of assets of any trust, 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 the
    Fund and take such other steps as shall be stated in said
    Certificate to be for the purpose of effectuating any duly
    authorized plan of liquidation, reorganization, merger,
    consolidation or recapitalization of the Fund; and



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


F. The Custodian shall promptly deliver to the Fund all
notices, proxy material and executed but unvoted proxies
pertaining to shareholder meetings of Securities held by the 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 a Certificate or Written
Instruction.

G. The Custodian shall promptly deliver to the Fund all
information received by the Custodian and pertaining to
Securities held by the Fund with respect to tender or exchange
offers, calls for redemption or purchase, or expiration of rights.



ARTICLE VI

Purchase and Sale of Securities

A. Promptly after each purchase of Securities by the Fund, the
Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities,
Written Instructions, and (ii) with respect to each purchase of
Money Market Securities, Written Instructions or Oral
Instructions, specifying with respect to each such purchase the; 


    
1.) name of the issuer and the title of the Securities,
    
2.) principal amount purchased and accrued interest, if
    any,
    
3.) date of purchase and settlement,
    
4.) purchase price per unit,
    
5.) total amount payable, and
    
6.) name of the person from whom, or the broker through
    which, the purchase was made.


The Custodian shall, against receipt of Securities purchased
by or for the Fund, pay out of the Fund Assets, the total amount
payable to the person from whom or the broker through which the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Written Instructions or Oral
Instructions, as the case may be. 

B. Promptly after each sale of Securities by the Fund, the
Fund shall deliver to the Custodian (i) with respect to each sale
of Securities which are not Money Market Securities, Written
Instructions, and (ii) with respect to each sale of Money Market
Securities, Written Instructions or Oral Instructions, specifying
with respect to each such sale the; 


    
1.) name of the issuer and the title of the Securities,
    
2.) principal amount sold and accrued interest, if any,
    
3.) date of sale and settlement,
    
4.) sale price per unit,
    
5.) total amount receivable, and
    
6.) name of the person to whom, or the broker through
    which, the sale was made.


The Custodian shall deliver the Securities against receipt of
the total amount receivable, provided that the same conforms to
the total amount receivable as set forth in such Written
Instructions or Oral Instructions, as the case may be.

C. On contractual settlement date, the account of the Fund
will be charged for all purchased Securities settling on that day,
regardless of whether or not delivery is made. Likewise, on
contractual settlement date, proceeds from the sale of Securities
settling that day will be credited to the account of the Fund,
irrespective of delivery.

D. Purchases and sales of Securities effected by the Custodian
will be made on a delivery versus payment basis. The Custodian
may, in its sole discretion, upon receipt of a Certificate, elect
to settle a purchase or sale transaction in some other manner,
but only upon receipt of acceptable indemnification from the Fund.

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


    
1.) in accordance with the provision of any agreement
    among the Fund, the Custodian, and a broker-dealer registered
    under the Securities and Exchange Act of 1934, as amended,
    and also a member of the National Association of Securities
    Dealers (NASD) (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 government
    securities 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, and
    short sales by Act Release No. 10666, or any subsequent
    release or releases or rule of the Securities and Exchange
    Commission relating to the maintenance of segregated accounts
    by registered investment companies;and



    
4.) for other corporate purposes, only in the
    case of this clause 4 upon receipt of a copy of a
    resolution of the Board Of Directors of the Fund, certified
    by the Secretary of the Fund, setting forth the purposes of
    such segregated account.


F. Except as otherwise may be agreed upon by the parties
hereto, the Custodian shall not be required to comply with any
Written Instructions to settle the purchase of any Securities on
behalf of the Fund unless there is sufficient cash in the account(s)
at the time or to settle the sale of any Securities from an
account(s) unless such Securities are in deliverable form.
Notwithstanding the foregoing, if the purchase price of such
Securities exceeds the amount of cash in the account(s) at the
time of such purchase, the Custodian may, in its sole discretion,
advance the amount of the difference in order to settle the
purchase of such Securities. The amount of any such advance shall
be deemed a loan from the Custodian to the Fund 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 a rate per
annum customarily charged by the Custodian on similar loans.



ARTICLE VII

Fund Indebtedness

In connection with any borrowings by the Fund, the Fund 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 Fund shall
promptly deliver to the Custodian a Certificate 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 Fund, 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 Fund 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 the
principal amount. The Custodian shall deliver on the borrowing
date specified in the Certificate 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
Certificate. The Custodian shall deliver, in the manner directed
by the Fund, such Securities as additional collateral, as may be
specified in a Certificate, to secure further any transaction
described in this Article VII. The Fund 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.

The Custodian may, at the option of the lender, keep such
collateral in its possession, subject to all rights therein given
to the lender because of the loan. The Custodian may require such
reasonable conditions regarding such collateral and its dealings
with third-party lenders as it may deem appropriate.



ARTICLE VIII

Concerning the Custodian

A. Except as otherwise provided
herein, the Custodian shall not be liable for any loss or damage
resulting from its action or omission to act or otherwise, except
for any such loss or damage arising out of its own gross
negligence or willful misconduct. The Fund 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 Fund's duties hereunder or any other action or
inaction of the Fund or its Directors, officers, employees
or agents, except such as may arise
from the negligent action, omission, willful misconduct or breach
of this Agreement by the Custodian. The Custodian may,
with respect to questions of law, apply for and obtain the advice
and opinion of counsel, at the expense
of the Fund, 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. The provisions under this paragraph shall
survive the termination of this Agreement.

B. 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 the Fund,
    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 the Fund, or the
    propriety of the amount for which the same are sold;
    
3.) The legality of the issue
    or sale of any shares of the Fund, or the sufficiency of the
    amount to be received therefor; 
    
4.) The legality of the
    redemption of any shares of the Fund, or the propriety of the
    amount to be paid therefor; 
    
5.) The legality of the
    declaration or payment of any dividend by the Fund in
    respect of shares of the Fund; 
    
6.) The legality of any
    borrowing by the Fund on behalf of the Fund, using Securities
    as collateral; 


C. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount due to the Fund from any Dividend and Transfer Agent of
the Fund nor to take any action to effect payment or distribution
by any Dividend and Transfer Agent of the Fund of any amount paid
by the Custodian to any Dividend and Transfer Agent of the Fund
in accordance with this Agreement.

D. Notwithstanding Section D of
Article V, the Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable 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 a
Certificate 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. 

E. The Fund acknowledges and
hereby authorizes the Custodian to hold Securities through its
various agents described in Appendix B annexed hereto. The Fund
hereby represents that such authorization has been duly approved
by the Board Of Directors of the Fund as required by the Act. The
Custodian acknowledges that although certain Fund Assets are held
by its agents, the Custodian remains primarily liable for the
safekeeping of the Fund Assets. 

In addition, the Fund acknowledges
that the Custodian may appoint one or more financial institutions,
as agent or agents or as sub-custodian or sub-custodians,
including, but not limited to, banking institutions located in
foreign countries, for the purpose of holding Securities and
moneys at any time owned by the Fund. The Custodian shall not be
relieved of any obligation or liability under this Agreement in
connection with the appointment or activities of such agents or
sub-custodians. Any such agent or sub-custodian shall be
qualified to serve as such for assets of investment companies
registered under the Act. Upon request, the Custodian shall
promptly forward to the Fund any documents it receives from any
agent or sub-custodian appointed hereunder which may assist
trustees of registered investment companies fulfill their
responsibilities under Rule 17f-5 of the Act. 

F. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any
time delivered to or held by it for the account of the Fund are
such as properly may be held by the Fund under the provisions of
the Articles of Incorporation and the Fund's By-Laws. 

G. The Custodian shall treat all
records and other information relating to the Fund and the
Fund Assets as confidential and shall not disclose any such
records or information to any other person unless (i) the Fund
shall have consented thereto in writing or (ii) such disclosure
is required by law. 

H. The Custodian shall be entitled
to receive and the Fund agrees to pay to the Custodian
such compensation as shall be determined pursuant to Appendix D
attached hereto, or as shall be determined pursuant to amendments
to such Appendix D. The Custodian shall be entitled to charge
against any money held by it for the account of the Fund, the
amount of any of its fees, any loss, damage, liability or expense,
including counsel fees. The expenses which the Custodian may
charge against the account of the Fund include, but are not
limited to, the expenses of agents or sub-custodians incurred in
settling transactions involving the purchase and sale of
Securities of the Fund.

I. The Custodian shall be entitled
to rely upon any Oral Instructions and any Written Instructions.
The Fund agrees to forward to the Custodian Written
Instructions confirming Oral Instructions in such a manner so
that such Written Instructions are received by the Custodian,
whether by hand delivery, facsimile or otherwise, on the same
business day on which such Oral Instructions were given. The Fund
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 Fund. The Fund agrees that the Custodian shall
incur no liability to the Fund for acting upon Oral Instructions
given to the Custodian hereunder concerning such transactions. 

J. The Custodian will (i) set up
and maintain proper books of account and complete records of all
transactions in the accounts maintained by the Custodian
hereunder in such manner as will meet the obligations of the Fund
under the Act, with particular attention to Section 31 thereof
and Rules 31a-1 and 31a-2 thereunder and those records are the
property of the Fund, 

and (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 the property of the Fund, and shall be open to
inspection and audit at reasonable times and with prior notice by
Officers and auditors employed by the Fund. 

K. The Custodian shall send to the
Fund any report received on the systems of internal
accounting control of the Custodian, or its agents or sub-custodians,
as the Fund may reasonably request from time to time. 

L. The Custodian performs only the
services of a custodian and shall have no responsibility for the
management, investment or reinvestment of the Securities from
time to time owned by the Fund. The Custodian is not a selling
agent for shares of the Fund and performance of its duties as
custodian shall not be deemed to be a recommendation to the Fund's
depositors or others of shares of the Fund as an investment. 

M. The Custodian shall take
all reasonable action, that the Fund may from time to time
request, to assist the Fund in obtaining favorable opinions from
the Fund's independent accountants, with respect to the Custodian's
activities hereunder, in connection with the preparation of the
Fund's Form N-1A, Form N-SAR, or other annual reports to the
Securities and Exchange Commission.

N. The Fund hereby pledges to and grants the Custodian a
security interest in any Fund Assets to secure the payment of any
liabilities of the Fund to the Custodian, whether acting in its
capacity as Custodian or otherwise, or on account of money
borrowed from the Custodian. This pledge is in addition to any
other pledge of collateral by the Fund to the Custodian.

ARTICLE IX

Force Majeure

Neither the Custodian nor the Corporation shall be liable for
any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fires; floods; wars; civil
or military disturbances; sabotage; strikes; epidemics; riots;
labor disputes; acts of civil or military authority; governmental
actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian, in the
event of a failure or delay, shall use its best efforts to
ameliorate the effects of such failure or delay. 





ARTICLE X

Termination

A. Either of the parties 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 Fund,
it shall be accompanied by a copy of a resolution of the Board Of
Directors of the Fund, certified by the Secretary of the Fund,
electing to terminate this Agreement and designating a successor
custodian or custodians. In the event
such notice is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a copy
of a resolution of the Board Of Directors of the Fund, certified
by the Secretary, designating a successor custodian or custodians
to act on behalf of the Fund. In the absence of such designation
by the Fund, 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 moneys then owned
by the Fund and held by it as Custodian. Upon termination of this
Agreement, the Fund shall pay to the Custodian on behalf of the
Fund such compensation as may be due as of the date of such
termination. The Fund agrees on behalf of the Fund that the
Custodian shall be reimbursed for its reasonable costs in
connection with the termination of this Agreement. 

B. If a successor custodian is not
designated by the Fund, or by the Custodian in accordance
with the preceding paragraph, or the designated successor cannot
or will not serve, the Fund shall, upon the delivery by the
Custodian to the Fund of all Securities (other than Securities
held in the Book-Entry System which cannot be delivered to the
Fund) and moneys then owned by the Fund, be deemed to be the
custodian for the Fund, 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 Fund,
which shall be held by the Custodian in accordance with this
Agreement. 



ARTICLE XI

MISCELLANEOUS

A. Appendix A sets forth the names
and the signatures of all Authorized Persons, as certified by the
Secretary of the Fund. The Fund 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
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 Oral Instructions or
signatures of the then current Authorized Persons as set forth in
the last delivered Appendix A. 

B. No recourse under any obligation
of this Agreement or for any claim based thereon shall be had
against any organizer, shareholder, Officer, Director, past,
present or future as such, of the Fund or of any
predecessor or successor, either directly or through the Fund or
any such predecessor or successor, whether by virtue of any
constitution, statute or rule of law or equity, or be 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 Fund,
and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the organizers, shareholders,
Officers, Directors of the Fund or of any predecessor or
successor, or any of them as such. To the extent that any such
liability exists, it is hereby expressly waived and released by
the Custodian as a condition of, and as a consideration for, the
execution of this Agreement.

C. The obligations set forth in
this Agreement as having been made by the Fund have been
made by the Board Of Directors, acting as such Directors for and
on behalf of the Fund, pursuant to the authority vested in them
under the laws of the State of Ohio,
the Articles of Incorporation and the By-Laws of the Fund. This
Agreement has been executed by Officers of the Fund as
officers, and not individually, and the obligations contained
herein are not binding upon any of the Directors, Officers,
agents or holders of shares, personally, but bind only the Fund. 

D. Provisions of the Prospectus and
any other documents (including advertising material) specifically
mentioning the Custodian (other than merely by name and address)
shall be reviewed with the Custodian by the Fund prior to
publication and/or dissemination or distribution, and shall be
subject to the consent of the Custodian. 

E. Any notice or other instrument
in writing, authorized or required by this Agreement to be given
to the Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at Firstar
Center, 000 Xxxxxx Xxxxxx, X. X. 0000, Xxxxxxxxxx, Xxxx 00000,
attention Mutual Fund Custody Department, or at such other place
as the Custodian may from time to time designate in writing. 

F. Any notice or other instrument
in writing, authorized or required by this Agreement to be given
to the Fund shall be sufficiently given when delivered to
the Fund or on the second business day following the time such
notice is deposited in the U.S. mail postage prepaid and
addressed to the Fund at its office at 00000 Xxxxxxxx Xxxxx,
Xxxxx Xxxx, Xxxx 00000 or at such
other place as the Fund may from time to time designate in
writing. 

G. This Agreement, with the
exception of the Appendices, may not be amended or modified in
any manner except by a written agreement executed by both parties
with the same formality as this Agreement, and authorized and
approved by a resolution of the Board Of Directors of the Fund. 

H. 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 Fund or by the
Custodian, and no attempted assignment by the Fund or the
Custodian shall be effective without the written consent of the
other party hereto. 

I. This Agreement shall be
construed in accordance with the laws of the State of Ohio. 

J. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original, but such counterparts shall, together, constitute
only one instrument.

IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their
respective Officers, thereunto duly authorized as of the day and
year first above written.







ATTEST:  _
 __________________________ 

By:  _____________________



Title:
____________________







ATTEST:____________________________

Firstar Bank, N.A._________

By:  _____________________

Xxxxxx X. Xxxxxxx

Senior Vice President












APPENDIX B
The following agents are employed currently by Firstar Bank, N.A.
for securities processing and control . . .
The Depository Trust Company (New York)

0 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000
Xxx Federal Reserve Bank

Cincinnati and Cleveland Branches
Bank of New York

0 Xxxx Xx

Xxx Xxxx, XX 00000

(For Foreign Securities and certain non-DTC eligible Securities)
Appendix C
Standards of Service Guide
Standard of Services Guide
Firstar Institutional Custody
Services

000 Xxxxxx Xxxxxx, 6th Floor

M.L. 6118

Xxxxxxxxxx, XX 00000
July, 1999
Firstar Institutional Custody
Services

Standards of Service Guide
Firstar Bank, N.A. is committed to providing superior quality
service to all customers and their agents at all times. We have
compiled this guide as a tool for our clients to determine our
standards for the processing of security settlements, payment
collection, and capital change transactions. Deadlines recited in
this guide represent the times required for Firstar Bank to
guarantee processing. Failure to meet these deadlines will result
in settlement at our client's risk. In all cases, Firstar Bank
will make every effort to complete all processing on a timely
basis.
Firstar Bank is a direct participant of the Depository Trust
Company, a direct member of the Federal Reserve Bank of Cleveland,
and utilizes the Bankers Trust Company as its agent for
ineligible and foreign securities.
For corporate reorganizations, Firstar Bank utilizes SEI's
Reorg Source, Financial Information, Inc., XCITEK, DTC Important
Notices, and the Wall Street Journal. 
For bond calls and mandatory puts, Firstar Bank utilizes SEI's
Bond Source, Xxxxx Information Systems, Standard & Poor's
Corporation, and DTC Important Notices. Firstar Bank will not
notify clients of optional put opportunities.
Any securities delivered free to Firstar Bank or its agents
must be received three (3) business days prior to any payment or
settlement in order for the Firstar Bank standards of service to
apply.
Should you have any questions regarding the information
contained in this guide, please feel free to contact your account
representative.
The information contained in
this Standards of Service Guide is subject to change. Should any
changes be made Firstar Bank will provide you with an updated
copy of its Standards of Service Guide. 
Firstar Bank Security
Settlement Standards

    
APPENDIX A
    

        
 
        
Authorized Persons
        
Specimen Signatures
    
    

        
Chairman: 
        
President: 
        
        
Secretary: 
        
        
Treasurer: 
        
        
Controller: 
        
        
Adviser Employees: 
        
        
        
        
Transfer Agent/Fund
        Accountant
        
Employees:
        
        
        
        
____________________
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
____________________
        
____________________
        
        
        
____________________
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
        
____________________
        
____________________
        
____________________
        
        
    





















































































* All times listed are Eastern Standard Time.
Firstar Bank Payment
Standards

    

        
Transaction
        Type
        
Instructions
        Deadlines*
        
Delivery
        Instructions
    
    

        
DTC
        
1:30 P.M. on
        Settlement Date
        
DTC
        Participant #0000 
        Xxxxx Xxxx XX 00000 
        Institutional #________________ 
        For Account #____________
    
    

        
Federal
        Reserve Book Entry 
        
Fed Wireable FNMA & FHLMC
        
        
12:30
        P.M. on Settlement Date 
        
12:30 P.M. on Settlement Date
        
        
Federal
        Reserve Bank of Cinti/Trust  
        for Firstar Bank, N.A. ABA# 000000000
For Account #_____________ 
        Bk of NYC/Cust 
        ABA 000000000 
        A/C Firstar Bank # 117612 
        For Account #____________
        
    
    

        
Federal
        Reserve Book Entry (Repurchase Agreement Collateral Only)
        
1:00 P.M. on
        Settlement Date
        
Federal
        Reserve Bank of Cinti/Spec 
        for Firstar Bank, N.A. ABA# 000000000 
        For Account #_____________
    
    

        
PTC
        Securities  
        (GNMA Book Entry)
        
12:00 P.M. on
        Settlement Date 
        
PTC For
        Account BYORK 
        Firstar Bank / 117612
    
    

        
Physical
        Securities
        
9:30 A.M. EST
        on Settlement Date  
        (for Deliveries, by 4:00 P.M. on
        Settlement Date minus 1)
        
Bank of New
        York 
        One Xxxx Xxxxxx- 0xx Xxxxx
        – Window A 
        Xxx Xxxx, XX 00000 
        For account of Firstar Bank / Cust #117612 
        Attn: Xxxxxx Xxxxxx
    
    

        
CEDEL/EURO-CLEAR
        
11:00 A..M.
        on Settlement Date minus 2
        
Cedel a/c
        55021 
        FFC: a/c 387000 
        Firstar Bank / Global Omnibus
    
    

        
Cash Wire
        Transfer 
        
3:00 P.M. 
        
Firstar Bank,X.X.
        Xxxxx/Trust ABA# 000000000 
        Credit Account #0000000 
        Further Credit to ___________ 
        Account # _______________
    








NOTE: If a payable date falls on a
weekend or bank holiday, payment will be made on the immediately
following business day.
Firstar Bank Corporate
Reorganization Standards

    

        
Security
        Type
        
Income
        
Principal
    
    
    

        
Equities 
        
Payable Date 
        
 
    
    
    

        
Municipal Bonds*
        
Payable Date
        
Payable Date
    
    
    

        
Corporate Bonds*
        
Payable Date 
        
Payable Date
    
    
    

        
Federal Reserve Bank Book
        Entry*
        
Payable Date
        
Payable Date
    
    
    

        
PTC GNMA's (P&I)
        
Payable Date + 1
        
Payable Date + 1
    
    
    

        
CMOs *
        
 
        
 
    
    

        
DTC 
        
Payable Date + 1
        
Payable Date + 1
    
    

        
Bankers Trust
        
Payable Date + 1
        
Payable Date + 1
    
    
    

        
SBA Loan Certificates
        
When Received
        
When Received
    
    
    

        
Unit Investment Trust
        Certificates*
        
Payable Date
        
Payable Date 
    
    
    

        
Certificates of Deposit*
        
Payable Date + 1
        
Payable Date + 1
    
    
    

        
Limited Partnerships
        
When Received
        
When Received
    
    
    

        
Foreign Securities
        
When Received
        
When Received
    
    
    

        
*Variable Rate Securities
        
 
        
 
    
    

        
Federal Reserve Bank Book
        Entry
        
Payable Date
        
Payable Date
    
    

        
DTC
        
Payable Date + 1
        
Payable Date + 1
    
    

        
Bankers Trust 
        
Payable Date + 1
        
Payable Date + 1
    














NOTE: Fractional shares/par amounts
resulting from any of the above will be sold.
APPENDIX D
Schedule of Compensation

    

        
Type of
        Action
        
Notification
        to Client
        
 
        
Deadline
        for Client Instructions 
to
        Firstar Bank
        
        
Transaction
        Posting 
    
    
    

        
Rights,
        Warrants,  
        And Optional Mergers
        
Later of 10
        business days prior to expiration or receipt of notice
        
 
        
5 business
        days prior to expiration
        
Upon receipt
    
    
    

        
Mandatory
        Puts with  
        Option to Retain
        
Later of 10
        business days prior to expiration or receipt of notice
        
 
        
5 business
        days prior to expiration
        
Upon receipt
    
    
    

        
Class Actions
        
10 business
        days prior to expiration date
        
 
        
5 business
        days prior to expiration
        
Upon receipt
    
    
    

        
Voluntary
        Tenders, 
        Exchanges,  
        And Conversions
        
Later of 10
        business days prior to expiration or receipt of notice
        
 
        
5 business
        days prior to expiration
        
Upon receipt
    
    
    

        
Mandatory
        Puts, Defaults, Liquidations, Bankruptcies, Stock Splits,
        Mandatory Exchanges
        
At posting of
        funds or securities received
        
 
        
None
        
Upon receipt
    
    
    

        
Full and
        Partial Calls
        
Later of 10
        business days prior to expiration or receipt of notice
        
 
        
None
        
Upon receipt