CUSTODY AGREEMENT















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THE BANK OF CALIFORNIA













                               CUSTODY AGREEMENT





      This Agreement is entered into as of Nov. 30, 1990, between Pasadena

Investment Trust (the "Trust"), a Massachusetts business trust, having its

principal office and place of business at 600 North Rosemead Blvd., Pasadena, CA

91107-2101 and The Bank of California, National Association (the "Custodian"), a

National Banking Association organized under the laws of the United States with

its principal place of business at 400 California Street, San Francisco, CA

94104.



      In consideration of the mutual promises set forth below, the Trust and the

Custodian agree as follows:



      1.     Definitions.

      Whenever used in this Agreement or in any Schedules to this Agreement, the

      words and phrases set forth below shall have the following meanings,

      unless the context otherwise requires:



              1.2 "Authorized Person" shall be deemed to include the President,

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

              the Treasurer and any Assistant Treasurer of the Trust, or any

              other person, including persons employed by the Investment

              Manager, whether or not any such person is an officer of the

              Trust, duly authorized by the Board of Trustees of the Trust to

              give Oral Instructions and Written Instructions on behalf of the

              Trust and listed in the certification annexed hereto as Appendix A

              or such other certification as may be received by the Custodian

              from time to time.



              1.2 "Book-Entry System" shall mean the Federal Reserve/Treasury

              book-entry system for United States and federal agency securities,

              its successor or successors and its nominee or nominees.





              1.3 "Declaration of Trust" shall mean the Declaration of Trust of

              the Trust as now in effect and as the same may be amended from

              time to time.



              1.4 "Depository" shall mean The Depository Trust Company ("DTC"),

              a clearing agency registered with the Securities and Exchange

              Commission under Section 17(a) of the Securities Exchange Act of

              1934, as amended, its successor or successors and its nominee or

              nominees, in which the Custodian is hereby specifically authorized

              to make deposits. The term "Depository" shall further mean and

              include any other person to be named in Written Instructions

              authorized to act as a depository under the 1940 Act, its

              successor or successors and its nominee of nominees.



              1.5 "Money Market Security" shall be deemed to include, without

              limitation, debt obligations issued or guaranteed as to interest

              and principal by the Government of the United States or agencies

              or









             _400 CALIFORNIA STREET o P O BOX 45000 o SAN FRANSISCO

                       o CALIFORNIA 94145 o 415 765 0400



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instrumentalities thereof, and repurchase and reverse repurchase agreements with

reverse repurchase agreements with respect to any of the foregoing types of

securities, commercial paper, bank certificates of deposit, bankers' acceptances

and short-term corporate obligations, where the purchase or sale of such

securities normally requires settlement in federal funds on the same day as such

purchase or sale.



              1.6 "Oral Instructions" shall mean verbal instructions actually

              received by the Custodian from a person reasonably believed by the

              Custodian to be an Authorized Person.



              1.7 "Prospectus" shall mean the Series' current prospectus and

              statement of additional information relating to the registration

              of the Series' Shares under the Securities Act of 1933, as

              amended.



              1.8 "Security" or "Securities" shall be deemed to include bonds,

              debentures, notes, stocks, shares, evidences of indebtedness, and

              other securities and investments from time to time owned by each

              Series.



              1.9 "Shares" refers to the shares of beneficial interest of a

              Series of the Trust.



              1.10 "Series" refers to Funds shown on Schedule A, attached hereto

              and made a part hereof by this reference, and any such other

              Series as may from time to time be created and designated in

              accordance with the provisions of the Declaration of Trust.



              1.11 "Transfer Agent" shall mean the person which performs the

              transfer agent, dividend disbursing agent and shareholder

              servicing agent functions for the Trust.



              1.12 "Written Instructions" shall mean a written or electronic

              communication actually received by the Custodian from an

              Authorized Person or from a person reasonably believed by the

              Custodian to be an Authorized Person by telex or any other such

              system whereby the receiver of such communication is able to

              verify through codes or otherwise with a reasonable degree of

              certainty the authenticity of the sender of such communication.



              1.13 The "1940 Act" refers to the Investment Company Act of 1940,

              and the Rules and regulations thereunder, all as amended from time

              to time.



      2.      Appointment of Custodian.



              2.1 The Trust hereby constitutes and appoints the Custodian as

              Custodian of all the Securities and moneys at the time owned by or

              in the possession of the Trust and specifically allocated to a

              Series during the period of this Agreement.







223J   11/19/90                       -2

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              2.2 The Custodian hereby accepts appointment as such Custodian for

              the Trust and any Series and agrees to perform the duties thereof

              as hereinafter set forth.



      3.      Compensation.



              3.1 The Trust will compensate the Custodian for its services

              rendered under this Agreement in accordance with the fees set

              forth in the Fee Schedule annexed hereto as Schedule Band

              incorporated herein by this reference.



              3.2 The parties hereto will agree upon the compensation for acting

              as Custodian for any Series hereafter established and designated,

              and at the time that the Custodian commences serving as such for

              said Series, such agreement shall be reflected in a Fee Schedule

              for that Series, dated and signed by an officer of each party

              hereto, which shall be attached to Schedule A of this Agreement.



              3.3 Any compensation agreed to hereunder may be adjusted from time

              to time by attaching to Schedule B of this Agreement a revised Fee

              Schedule, dated and signed by Authorized Officer of each party

              hereto.



              3.4 The Custodian will bill each Series as soon as practicable

              after the end of each calendar quarter, and said billings will be

              detailed in accordance with the Fee Schedule for each Series. The

              Trust will promptly pay to the Custodian the amount of such

              billing. In the event such bill is not promptly paid, the

              Custodian may charge against any money specifically allocated to a

              Series such compensation an4 any expenses incurred by the

              Custodian in the performance of its duties pursuant to such

              agreement with respect to such Series. The Custodian shall also be

              entitled to charge against any money held by it and specifically

              allocated to a Series the amount of any loss, damage, liability or

              expense incurred with respect to such Series, including counsel

              fees, for which it shall be entitled to reimbursement under the

              provision of this Agreement.



              The expenses which the Custodian may charge against such account

              include, but are not limited to, the expenses of Sub-Custodians

              and foreign branches of the Custodian incurred in settling

              transactions outside of San Francisco or New York City involving

              the purchase and sale of Securities of any Series.





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      4.      Custody of Cash and Securities.



              4.1 Receipt and Holding of Assets. The Trust will deliver or cause

              to be delivered to the Custodian all Securities and moneys owned

              by it, including cash received from the issuances of its Shares,

              at any time during the period of this Agreement and shall specify

              the Series to which the Securities and moneys are to be

              specifically allocated. The Custodian shall segregate and keep

              apart on its books, the assets of each Series separate and apart,

              including separate identification of Securities held in the

              Book-Entry System. The Custodian will not be responsible for such

              Securities and moneys until actually received by it. The Trust

              shall instruct the Custodian from time to time in its sole

              discretion, by means of Written Instructions, or, in connection

              with the purchase or sale of Money Market Securities, by means of

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