CUSTODY AGREEMENT



     This AGREEMENT, dated as of October 24 2002, by and between the Valgro

Funds, Inc. (the Corporation), a business corporation organized under the laws

of the State of Illinois, acting for and on behalf of Valgro Fund (the "Fund"),

which is operated and maintained by the Corporation for the benefit of the

holders of shares of the fund(s), and U.S. BANK, N.A., (the "Custodian").



                                  WITNESSETH:



     WHEREAS, the Corporation desires that the Fund's Securities and cash be

held and administered by the Custodian pursuant to this Agreement;



     WHEREAS, the Corporation is an open-end management investment company

registered under the Investment Company Act of 1940, as amended (the "1940

Act"); and



     WHEREAS, the Custodian represents that it is a bank having the

qualifications prescribed in Section 26(a)(i) of the 1940 Act.



     NOW, THEREFORE, in consideration of the mutual agreements herein made, the

Corporation and the Custodian hereby agree as follows:



                                   ARTICLE I

                                  DEFINITIONS



     Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the following meanings:



     1.1 "Authorized Person" means any Officer or other person duly authorized

by resolution of the Board of Directors to give Oral Instructions and Written

Instructions on behalf of the Fund and named in Exhibit A hereto or in such

resolutions of the Board of Directors, certified by an Officer, as may be

received by the Custodian from time to time.



     1.2 "Board of Directors" shall mean the Directors from time to time

serving under the Corporation's Articles of Incorporation, as from time to time

amended.



     1.3 "Book-Entry System" shall mean a federal book-entry system as provided

in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR

Part 350, or in such book-entry regulations of federal agencies as are

substantially in the form of such Subpart O.



     1.4 "Business Day" shall mean any day recognized as a settlement day by

The New York Stock Exchange, Inc. and any other day for which the Corporation

computes the net asset value of Shares of the Fund. [*]



     1.5 "Fund Custody Account" shall mean any of the accounts in the name of

the Corporation, which is provided for in Section 3.2 below.



     1.6 "NASD" shall mean The National Association of Securities Dealers, Inc.



     1.7 "Officer" shall mean the Chairman, President, any Vice President, any

Assistant Vice President, the Secretary, any Assistant Secretary, the

Treasurer, or any Assistant Treasurer of the Corporation.



     1.8 "Oral Instructions" shall mean instructions orally transmitted to and

accepted by the Custodian because such instructions are: (i) reasonably

believed by the Custodian to have been given by an Authorized Person, (ii)

recorded and kept among the records of the Custodian made in the ordinary

course of business; and (iii) orally confirmed by the Custodian.  [*] The

Corporation shall cause all Oral Instructions to be confirmed by Written

Instructions prior to the end of the next Business Day.  If such Written

Instructions confirming Oral Instructions are not received by the Custodian

prior to a transaction, it shall in no way affect the validity of the

transaction or the authorization thereof by the Corporation.  If Oral

Instructions vary from the Written Instructions, which purport to confirm them,

the Custodian shall notify the Corporation of such variance but such Oral

Instructions will govern unless the Custodian has not yet acted.



     1.9 "Proper Instructions" shall mean Oral Instructions or Written

Instructions.  Proper Instructions may be continuing Written Instructions when

deemed appropriate by both parties.



     1.10 "Securities Depository" shall mean The Depository Trust Company and

(provided that Custodian shall have received a copy of a resolution of the

Board of Directors, certified by an Officer, specifically approving the use of

such clearing agency as a depository for the Fund) any other clearing agency

registered with the Securities and Exchange Commission under Section 17A of the

Securities Exchange Act of 1934 as amended (the "1934 Act"), which acts as a

system for the central handling of Securities where all Securities of any

particular class or series of an issuer deposited within the system are treated

as fungible and may be transferred or pledged by bookkeeping entry without

physical delivery of the Securities.



     1.11 "Securities" shall include, without limitation, common and preferred

stocks, bonds, [*] call options, put options, debentures, notes, bank

certificates of deposit, bankers' acceptances, mortgage-backed securities or

other obligations, and any certificates, receipts, warrants or other

instruments or documents representing rights to receive, purchase or subscribe

for the same, or evidencing or representing any other rights or interests

therein, or any similar property or assets that the Custodian has the

facilities to clear and to service.



     1.12 "Shares" shall mean, with respect to the Fund, the units of

beneficial interest issued by the Corporation on account of the Fund.



     1.13 "Sub-Custodian" shall mean and include (i) any branch of a

"U.S. Bank," as that term is defined in Rule 17f-5 under the 1940 Act, (ii) any

"Eligible Foreign Custodian," as that term is defined in Rule 17f-5 under the

1940 Act, having a contract with the Custodian which the Custodian has

determined will provide reasonable care of assets of the Fund based on the

standards specified in Section 3.3 below.  Such contract shall include

provisions that provide: (i) for indemnification or insurance arrangements (or

any combination of the foregoing) such that the Fund will be adequately

protected against the risk of loss of assets held in accordance with such

contract; (ii) that the Fund's assets will not be subject to any right, charge,

security interest, lien or claim of any kind in favor of the Sub-Custodian or

its creditors except a claim of payment for their safe custody or

administration, in the case of cash deposits, liens or rights in favor of

creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar

laws; (iii) that beneficial ownership for the Fund's assets will be freely

transferable without the payment of money or value other than for safe custody

or administration; (iv) that adequate records will be maintained identifying

the assets as belonging to the Fund or as being held by a third party for the

benefit of the Fund; (v) that the Fund's independent public accountants will be

given access to those records or confirmation of the contents of those records;

and (vi) that the Fund will receive periodic reports with respect to the

safekeeping of the Fund's assets, including, but not limited to, notification

of any transfer to or from the Fund's account or a third party account

containing assets held for the benefit of the Fund.  Such contract may contain,

in lieu of any or all of the provisions specified above, such other provisions

that the Custodian determines will provide, in their entirety, the same or a

greater level of care and protection for Fund assets as the specified

provisions, in their entirety.



     1.14 "Written Instructions" shall mean (i) written communications actually

received by the Custodian and signed by an Authorized Person, or (ii)

communications by telex or any other such system from one or more persons

reasonably believed by the Custodian to be Authorized Persons, or (iii)

communications between electro-mechanical or electronic devices provided that

the use of such devices and the procedures for the use thereof shall have been

approved by resolutions of the Board of Directors, a copy of which, certified

by an Officer, shall have been delivered to the Custodian.



                                  ARTICLE II

                           APPOINTMENT OF CUSTODIAN



     2.1 Appointment.  The Corporation hereby constitutes and appoints the

Custodian as custodian of all Securities and cash owned by or in the possession

of the Fund at any time during the period of this Agreement.



     2.2 Acceptance.  The Custodian hereby accepts appointment as such

custodian and agrees to perform the duties thereof as hereinafter set forth.



     2.3 Documents to be Furnished.  The following documents, including any

amendments thereto, will be provided contemporaneously with the execution of

this Agreement to the Custodian by the Corporation:



     a. A copy of the Articles of Incorporation certified by the Secretary;



     b. A copy of the By-Laws of the Corporation certified by the Secretary;



     c. A copy of the resolution of the Board of Directors of the Corporation

appointing the Custodian, certified by the Secretary;



     d. A copy of the then current Prospectus of the Fund; and



     e. A certification of the President and Secretary of the Corporation

setting forth the names and signatures of the current Officers of the

Corporation and other Authorized Persons.



     2.4 Notice of Appointment of Dividend and Transfer Agent.  The Corporation

agrees to notify the Custodian in writing of the appointment, termination or

change in appointment of any Dividend and Transfer Agent of the Fund.



                                  ARTICLE III

                        CUSTODY OF CASH AND SECURITIES



     3.1 Segregation.  All Securities and non-cash property held by the

Custodian for the account of the Fund (other than Securities maintained in a

Securities Depository or Book-Entry System) shall be physically segregated from

other Securities and non-cash property in the possession of the Custodian and

shall be identified as subject to this Agreement.



     3.2 Fund Custody Accounts.  As to the Fund, the Custodian shall open and

maintain in its Trust department a custody account in the name of the

Corporation coupled with the name of the Fund, subject only to draft or order

of the Custodian, in which the Custodian shall enter and carry all Securities,

cash and other assets of such Fund which are delivered to it.



     3.3 Appointment of Agents.



     (a) In its discretion, the Custodian may appoint one or more

Sub-Custodians to act as Securities Depositories or as sub-custodians to hold

Securities and cash of the Fund and to carry out such other provisions of this

Agreement as it may determine, provided, however, that the appointment of any

such agents and maintenance of any Securities and cash of the Fund shall be at

the Custodian's expense and shall not relieve the Custodian of any of its

obligations or liabilities under this Agreement.



     (b) If, after the initial approval of Sub-Custodians by the Board of

Directors in connection with this Agreement, the Custodian wishes to appoint

other Sub-Custodians to hold property of the Fund, it will so notify the

Corporation and provide it with information reasonably necessary to determine

any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act,

including a copy of the proposed agreement with such Sub-Custodian.  The

Corporation shall at the meeting of the Board of Directors next following

receipt of such notice and information give a written approval or disapproval

of the proposed action.



     (c) The Agreement between the Custodian and each Sub-Custodian acting

hereunder shall contain the required provisions set forth in Rule

17f-5(a)(1)(iii).



     (d) At the end of each calendar quarter, the Custodian shall provide

written reports notifying the Board of Directors of the placement of the

Securities and cash of the Fund with a particular Sub-Custodian and of any

material changes in the Fund's arrangements.  The Custodian shall promptly take

such steps as may be required to withdraw assets of the Fund from any

Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the

1940 Act.



     (e) With respect to its responsibilities under this Section 3.3, the

Custodian hereby warrants to the Corporation that it agrees to exercise

reasonable care, prudence, and diligence such as a person having responsibility

for the safekeeping of property of the Fund.  The Custodian further warrants

that the Fund's assets will be subject to reasonable care, based on the

standards applicable to custodians in the relevant market, if maintained with

each Sub-Custodian, after considering all factors relevant to the safekeeping

of such assets, including, without limitation: (i) the Sub-Custodian's

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