WITNESSETH:

CUSTODY AGREEMENT
-----------------

THIS AGREEMENT made as of the 3rd day of August, 1993, by and between
INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the laws of
the state of Missouri, having its trust office located at 000 Xxxx 00xx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000 ("Custodian"), and OBERWEIS EMERGING GROWTH FUND, a
Massachusetts business trust having its principal office and place of business
at c/o Alpha Source Asset Management, Inc., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Fund").

WITNESSETH:

WHEREAS, Fund desires to appoint Investors Fiduciary Trust Company as
custodian of the securities and monies of Fund's investment portfolio; and
WHEREAS, Investors Fiduciary Trust Company is willing to accept such
appointment;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and appoints Custodian as
custodian of the Fund which is to include:
A. Appointment as custodian of the securities and monies at any time owned
by the Fund; and
B. Appointment as agent to perform certain accounting and recordkeeping
functions required of a duly registered investment company in compliance
with applicable provisions of federal, state and local laws, rules and
regulations including, as may be required:
1. Providing Fund the reports and performing the functions described on
Exhibit A hereto and as otherwise agreed by Fund and Custodian,
2. Calculating daily net asset value of the Fund, and
3. Acting as liaison with independent auditors.
2. DELIVERY OF CORPORATE DOCUMENTS. Fund has delivered or will deliver to
Custodian prior to the effective date of this Agreement, copies of the
following

documents and all amendments or supplements thereto, properly certified or
authenticated:
A. Resolutions of the Board of Trustees of Fund appointing Custodian as
custodian hereunder and approving the form of this Agreement; and
B. Resolutions of the Board of Trustees of Fund designating certain
persons to give instructions on behalf of Fund to Custodian and
authorizing Custodian to rely upon written instructions over their
signatures.
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. Delivery of Assets
Fund will deliver or cause to be delivered to Custodian on the
effective date of this Agreement, or as soon thereafter as
practicable, and from time to time thereafter, all portfolio
securities acquired by it and monies then owned by it except as
permitted by the Investment Company Act of 1940 or from time to time
coming into its possession during the time this Agreement shall
continue in effect. Custodian shall have no responsibility or
liability whatsoever for or on account of securities or monies not so
delivered. All securities so delivered to Custodian (other than bearer
securities) shall be registered in the name of Fund or its nominee, or
of a nominee of Custodian, or shall be properly endorsed and in form
for transfer satisfactory to Custodian.
B. Delivery of Information
Fund shall indemnify and hold Custodian harmless of and from any and
all expenses, damages and losses whatsoever arising out of or in
connection with the failure of Fund to provide Custodian any
information needed by the Custodian knowledgeably to perform its
functions hereunder.
C. Delivery of Assets to Third Parties
Custodian will receive delivery of and keep safely the assets of Fund
delivered to it from time to time and the assets of each Portfolio
segregated in a separate account. Custodian will not deliver, assign,
pledge or hypothecate any such assets to any person except as
perrnitted by the provisions of this Agreement or any agreement
executed by it according to the terms of Section

3.S. of this Agreement. Upon delivery of any such assets to a subcustodian
pursuant to Section 3.S. of this Agreement, Custodian will create and
maintain records identifying those assets which have been delivered to the
subcustodian as belonging to the applicable Portfolio of the Fund. The
Custodian is responsible for the safekeeping of the securities and monies
of Fund only until they have been transmitted to and received by other
persons as permitted under the terms of this Agreement, except for
securities and monies transmitted to subcustodians selected by Custodian
(other than subcustodians appointed at the request of Fund pursuant to
Section 3.S. of this Agreement), for which Custodian remains responsible.
Custodian may participate directly or indirectly through a subcustodian in
the Depository Trust Company, Treasury/Federal Reserve Book Entry System,
Participant Trust Company or other depository approved by the Fund (as such
entities are defined at 17 CFR Section 270.17f-4(b).
D. Registration of Securities
Custodian will hold stocks and other registerable portfolio securities of
Fund registered in the name of Fund or in the name of any nominee of
Custodian for whose fidelity and liability Custodian will be fully
responsible, or in street certificate form, so-called, with or without any
indication of fiduciary capacity. Unless otherwise instructed, Custodian
will register all such portfolio securities in the name of its authorized
nominee. All securities, and the ownership thereof by Fund, which are held
by Custodian hereunder, however, shall at all times be identifiable on the
records of the Custodian. The Fund agrees to hold Custodian and its
nominee harmless for any liability as the shareholder of record of
securities held in custody.
E. Exchange of Securities
Upon receipt of instructions as defined herein in Section 4.A, Custodian
will exchange, or cause to be exchanged, portfolio securities held by it
for the account of Fund for other securities or cash issued or paid in
connection with any reorganization, recapitalization, merger,
consolidation, split-up of shares,

change of par value, conversion or otherwise, and will deposit any such
securities in accordance with the terms of any reorganization or protective
plan. Without instructions, Custodian is authorized to exchange securities
held by it in temporary form for securities in definitive form, to effect
an exchange of shares when the par value of the stock is changed, and, upon
receiving payment therefor, to surrender bonds or other securities held by
it at maturity or when advised of earlier call for redemption, except that
Custodian shall receive instructions prior to surrendering any convertible
security.
F. Purchases of Investments of the Fund
Fund will, on each business day on which a purchase of securities shall be
made by it, deliver to Custodian instructions which shall specify with
respect to each such purchase:
1. The name of the Portfolio making such purchase;
2. The name of the issuer and description of the security;
3. The number of shares or the principal amount purchased, and accrued
interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes and
other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase; and
8. The name of the person from whom or the broker or dealer through
whom the purchase was made.
In accordance with such instructions, Custodian will pay for out of monies
held for the account of Fund, but only insofar as monies are available
therein for such purpose, and receive the portfolio securities so purchased
by or for the account of Fund except that Custodian may in its sole
discretion advance funds to the Fund which may result in an overdraft
because the monies held by the Custodian on behalf of the Fund are
insufficient to pay the total

amount payable upon such purchase. Such payment will be made only upon
receipt by Custodian of the securities so purchased in form for transfer
satisfactory to Custodian.
G. Sales and Deliveries of Investments of the Fund -- Other than Options
and Futures
Fund will, on each business day on which a sale of investment securities of
Fund has been made, deliver to Custodian instructions specifying with
respect to each such sale:
1. The name of the Portfolio making such sale;
2. The name of the issuer and description of the securities;
3. The number of shares or principal amount sold, and accrued interest,
if any;
4. The date on which the securities sold were purchased or other
information identifying the securities sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or other
expenses payable in connection with such sale;
8. The total amount to be received by Fund upon such sale; and
9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
In accordance with such instructions, Custodian will deliver or cause to be
delivered the securities thus designated as sold for the account of Fund to
the broker or other person specified in the instructions relating to such
sale, such delivery to be made only upon receipt of payment therefor in
such form as is satisfactory to Custodian, with the understanding that
Custodian may deliver or cause to be delivered securities for payment in
accordance with the customs prevailing among dealers in securities.

H. Purchases or Sales of Security Options, Options on Indices and Security
Index Futures Contracts
Fund will, on each business day on which a purchase or sale of the
following options and/or futures shall be made by it, deliver to Custodian
instructions which shall specify with respect to each such purchase or
sale:
1. The name of the Portfolio making such purchase or sale;
2. Security Options
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising, expiring or
closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded;
j. Name and address of the broker or dealer through whom the
sale or purchase was made.
3. Options on Indices
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising, expiring or
closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased;

j. The name and address of the broker or dealer through whom the sale or
purchase was made, or other applicable settlement instructions.
4. Security Index Futures Contracts
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
instructions, and if not already in the possession of Custodian, Fund
shall deliver a substantially complete and executed custodial
safekeeping account and procedural agreement which shall be
incorporated by reference into this Custody Agreement); and
f. The name and address of the futures commission merchant through whom
the sale or purchase was made, or other applicable settlement
instructions.
5. Options on Index Future Contracts
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.

I. Securities Pledged or Loaned
If specifically allowed for in the prospectus of Fund, and subject to the
terms and conditions of a separate securities lending agreement between
Fund and Custodian:
1. Upon receipt of instructions, Custodian will release or cause to be
released securities held in custody to the pledgee designated in such
instructions by way of pledge or hypothecation to secure any loan
incurred by Fund; provided, however, that the securities shall be
released only upon payment to Custodian of the monies borrowed, except
that in cases where additional collateral is required to secure a
borrowing already made, further securities may be released or caused to
be released for that purpose upon receipt of instructions. Upon receipt
of instructions, Custodian will pay, but only from funds available for
such purpose, any such loan upon redelivery to it of the securities
pledged or hypothecated therefor and upon surrender of the note or notes
evidencing such loan.
2. Upon receipt of instructions, Custodian will release securities held in
custody to the borrower designated in such instructions; provided,
however, that the securities will be released only upon deposit with
Custodian of full cash collateral as specified in such instructions, and
that Fund will retain the right to any dividends, interest or
distribution on such loaned securities. Upon receipt of instructions and
the loaned securities, Custodian will release the cash collateral to the
borrower.
J. Routine Matters
Custodian will, in general, attend to all routine and mechanical matters in
connection with the sale, exchange, substitution, purchase, transfer, or
other dealings with securities or other property of Fund except as may be
otherwise provided in this Agreement or directed from time to time by the
Board of Trustees of Fund.

K. Deposit Account
Custodian will open and maintain a special purpose deposit account in the
name of Custodian ("Account"), subject only to draft or order by Custodian
upon receipt of instructions. All monies received by Custodian from or for
the account of a Portfolio shall be deposited in said Account. Barring
events not in the control of the Custodian such as strikes, lockouts or
labor disputes, riots, war or equipment or transmission failure or damage,
fire, flood, earthquake or other natural disaster, action or inaction of
governmental authority or other causes beyond its control, at 9:00 a.m.,
Kansas City time, on the second business day after deposit of any check
into the Account, Custodian agrees to make Fed Funds available to the Fund
in the amount of the check. Deposits made by Federal Reserve wire will be
available to the Fund immediately and ACH wires will be available to the
Fund on the next business day. Income earned on the portfolio securities
will be credited to the applicable portfolio of the Fund based on the
schedule attached as Exhibit B. The Custodian will be entitled to reverse
any credited amounts where credits have been made and monies are not
finally collected. If monies are collected after such reversal, the
Custodian will credit to applicable portfolio in that amount. Custodian may
open and maintain Accounts in such other banks or trust companies as may be
designated by written instructions from designated representatives of Fund,
such Accounts, however, to be in the name of Custodian and subject only to
its draft or order.
L. Income and other Payments to Fund
Custodian will:
1. Collect, claim and receive and deposit for the account of Fund all
income and other payments which become due and payable on or after the
effective date of this Agreement with respect to the securities
deposited under this Agreement, and credit the account of Fund in
accordance with the schedule attached hereto as Exhibit B. If, for any

reason, the Fund is credited with income that is not subsequently
collected, Custodian may reverse that credited amount.
2. Execute ownership and other certificates and affidavits for all federal,
state and local tax purposes in connection with the collection of bond and
note coupons; and
3. Take such other action as may be necessary or proper in connection with:
a. the collection, receipt and deposit of such income and other payments,
including but not limited to the presentation for payment of:
1. all coupons and other income items requiring presentation; and
2. all other securities which may mature or be called, redeemed, retired
or otherwise become payable and regarding which the Custodian has
actual knowledge, or notice of which is contained in publications of
the type to which it normally subscribes for such purpose; and
b. the endorsement for collection, in the name of Fund, of all checks,
drafts or other negotiable instruments.
Custodian, however, will not be required to institute suit or take other
extraordinary action to enforce collection except upon receipt of instructions
and upon being indemnified to its satisfaction against the costs and expenses
of such suit or other actions. Custodian will receive, claim and collect all
stock dividends, rights and other similar items and will deal with the same
pursuant to instructions. Unless prior instructions have been received to the
contrary, Custodian will, without further instructions, sell any rights held for
the account of Fund on the last trade date prior to the date of expiration of
such rights.

M. Payment of Dividends and other Distributions
On the declaration of any dividend or other distribution on the shares
of beneficial interest of Fund ("Fund Shares") by the Board of Trustees
of Fund, Fund shall deliver to Custodian instructions with respect
thereto, including a copy of the resolution of said Board of Trustees
certified by the Secretary or an Assistant Secretary of Fund wherein
there shall be set forth the record date as of which shareholders
entitled to receive such dividend or other distribution shall be
determined, the date of payment of such dividend or distribution, and
the amount payable per share on such dividend or distribution.
Except if the ex-dividend date and the reinvestment date of any dividend
are the same, in which case funds shall remain in the Account, on the
date specified in such resolution for the payment of such dividend or
other distribution, Custodian will pay out of the monies held for the
account of Fund, insofar as the same shall be available for such
purposes, and credit to the account of the Dividend Disbursing Agent for
Fund, such amount as may be necessary to pay the amount per share
payable in cash on Fund Shares issued and outstanding on the record date
established by such resolution.
N. Shares of Fund Purchased by Fund
Whenever any Fund Shares are repurchased or redeemed by Fund, Fund or
its agent shall advise Custodian of the aggregate dollar amount to be
paid for such shares and shall confirm such advice in writing. Upon
receipt of such advice, Custodian shall charge such aggregate dollar
amount to the account of Fund and either deposit the same in the account
maintained for the purpose of paying for the repurchase or redemption of
Fund Shares or deliver the same in accordance with such advice.
Custodian shall not have any duty or responsibility to determine that
Fund Shares have been removed from the proper shareholder account or
accounts or that the proper number of such shares have been cancelled
and removed from the shareholder records.

O. Shares of Fund Purchased from Fund
Whenever Fund Shares are purchased from Fund, Fund will deposit or cause
to be deposited with Custodian the amount received for such shares.
Custodian shall not have any duty or responsibility to determine that
Fund Shares purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of such shares
have been added to the shareholder records.
P. Proxies and Notices
Custodian will promptly deliver or mail or have delivered or mailed to
Fund all proxies properly signed, all notices of meetings, all proxy
statements and other notices, requests or announcements affecting or
relating to securities held by Custodian for Fund and will, upon receipt
of instructions, execute and deliver or cause its nominee to execute and
deliver or mail or have delivered or mailed such proxies or other
authorizations as may be required. Except as provided by this Agreement
or pursuant to instructions hereafter received by Custodian, neither it
nor its nominee will exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy, power of
attorney, or other similar instrument voting any of such securities, or
give any consent, approval or waiver with respect thereto, or take any
other similar action.
Q. Disbursements
Custodian will pay or cause to be paid insofar as funds are available
for the purpose, bills, statements and other obligations of Fund
(including but not limited to obligations in connection with the
conversion, exchange or surrender of securities owned by Fund, interest
charges, dividend disbursements, taxes, management fees, custodian fees,
legal fees, auditors' fees, transfer agents' fees, brokerage
commissions, compensation to personnel, and other operating expenses of
Fund) pursuant to instructions of Fund setting forth the name of the
person to whom payment is to be made, the amount of the payment, and the
purpose of the payment.

R. Daily Statement of Accounts
Custodian will render to Fund daily a detailed statement of the amounts
received or paid and of securities received or delivered for the account
of Fund during the previous business day. Custodian will monthly render
a detailed statement of the securities and monies held for Fund under
this Agreement, and Custodian will maintain such books and records as
are necessary to enable it to do so and will permit such persons as are
authorized by Fund, including Fund's independent public accountants,
access to such records or confirmation of the contents of such records;
and if demanded, will permit federal and state regulatory agencies to
examine the securities, books and records. Upon the written instructions
of Fund or as demanded by federal or state regulatory agencies,
Custodian will use its best efforts to cause any subcustodian (except
subcustodians appointed at the request of Fund pursuant to Section 3.S.
of this Agreement) to permit such persons as are authorized by Fund,
including Fund's independent public accountants, access to such records
or confirmation of the contents of such records; and if demanded, to
permit federal and state regulatory agencies to examine the books,
records and securities held by such subcustodian which relate to Fund.
S. Appointment of Subcustodians
1. Notwithstanding any other provisions of this Agreement, all or any of
the monies or securities of Fund may be held in Custodian's own
custody or in the custody of one or more other banks or trust
companies acting as subcustodians as may be selected by Custodian.
Any such subcustodian selected by the Custodian must have the
qualifications required for custodian under the Investment Company
Act of 1940, as amended. The Custodian may participate directly or
indirectly in the Depository Trust Company, Treasury/Federal Reserve
Book Entry System, Participant Trust Company (as such entities are
defined at 17 CFR Sec. 270.17f-4(b)) or other depository approved by
the Fund and with which Custodian has a satisfactory direct or
indirect

contractual relationship. Custodian will appoint United Missouri
Bank, N.A. ("UMB") and United Missouri Trust Company of New York
("UMTCNY") as subcustodians. Custodian shall be responsible for UMB,
UMTCNY and any other subcustodians appointed by Custodian (except any
subcustodians appointed at the request of Fund) to the same extent
Custodian is responsible to the Fund under Section 5. of this
Agreement. Custodian is not responsible for DTC, the Treasury/Federal
Reserve Book Entry System, and PTC except to the extent such entities
are responsible to Custodian. Upon request of the Fund, Custodian
shall be willing to contract with other subcustodians reasonably
acceptable to Custodian for purposes of (i) effecting third-party
repurchase transactions with banks, brokers, dealers, or other
entities through the use of a common custodian or subcustodian; or
(ii) providing depository and clearing agency services with respect
to certain variable rate demand note securities; provided, that
Custodian will be responsible to the Fund for any loss, damage or
expense suffered or incurred by Fund resulting from the actions or
omissions of any such subcustodian only to the same extent such
subcustodian is responsible to Custodian. The Fund shall be entitled
to review Custodian's contracts with any such subcustodian.
2. Fund shall not deliver or cause to be delivered to Custodian or any
subcustodian hereunder foreign securities (as defined in Rule 17f-
S(c)(1) under the Investment Company Act of 1940) except as may be
provided pursuant to a separate written agreement hereafter entered
into by Fund and Custodian with respect thereto.
T. Accounts and Records
Custodian with the direction and as interpreted by the Fund, Fund's
accountants and/or other tax advisors will prepare and maintain
complete, accurate and current all accounts and records required to be
maintained by Fund and under the general rules and regulations under the
Investment

Company Act of 1940 ("Rules"), as amended, and under the Internal
Revenue Code of 1986 ("Code"), as amended, as agreed upon between the
parties and will preserve said records in the manner and for the
periods prescribed in said Rules and Code, or for such longer period as
is agreed upon by the parties. Custodian relies upon Fund to furnish,
in writing, accurate and timely information to complete Fund's records
and perform daily calculation of the Fund's net asset value, as
provided in Section 3.W. below.
Custodian shall incur no liability and Fund shall indemnify and hold
harmless Custodian from and against any liability arising from any
failure of Fund to furnish such information in a timely and accurate
manner, even if Fund subsequently provides accurate but untimely
information. It shall be the responsibility of Custodian to ascertain
the declaration, record and payment dates and amounts of any dividends
or income and any other special actions required concerning each of
Funds securities, but if such information is not readily available from
generally accepted securities industry services or publications, Fund
shall be responsible for furnishing such information to Custodian.
Custodian shall advise Fund when Custodian acquires actual knowledge
that it is not, or will not be, able to ascertain any such information
from such services or publications.
U. Accounts and Records Property of Fund
Custodian acknowledges that all of the accounts and records maintained
by Custodian pursuant to this Agreement are the property of Fund, and
will be made available to Fund for inspection and reproduction within a
reasonable period of time, upon demand. Custodian will assist Fund's
independent auditors, or upon approval of Fund, or upon demand, any
regulatory body, having jurisdiction over the Fund or Custodian, in any
requested review of Fund's accounts and records but shall be reimbursed
for all expenses and employee time invested in any such review outside
of routine and normal periodic reviews. Upon receipt from Fund of the
necessary information, Custodian will supply necessary data for Fund's
completion of any necessary

tax returns, questionnaires, periodic reports to shareholders and such
other reports and information requests as Fund and Custodian shall agree
upon from time to time.
V. Adoption of Procedures
Custodian and Fund may from time to time adopt procedures as they agree
upon, and Custodian may conclusively assume that no procedure approved
by Fund, or directed by Fund, conflicts with or violates any
requirements of its prospectus, Declaration of Incorporation, Bylaws, or
any rule or regulation of any regulatory body or governmental agency.
Fund will be responsible to notify Custodian of the impact, if any, on
Fund of any changes in statutes, regulations, rules or policies which
might necessitate changes in Custodian's responsibilities or procedures.
W. Calculation of Net Asset Value
Custodian will calculate Fund's net asset value, in accordance with
Fund's prospectus, once daily. Custodian will prepare and maintain a
daily evaluation of securities for which market quotations are available
by the use of outside services designated by Fund which are normally
used and contracted with for this purpose; all other securities will be
evaluated in accordance with Fund's instructions. Custodian will have no
responsibility for the accuracy of the prices quoted by these outside
services or for the information supplied by Fund or upon instructions.
X. Overdrafts
If Custodian shall in its sole discretion advance funds to the account
of the Fund which results in an overdraft because the monies held by
Custodian on behalf of the Fund are insufficient to pay the total amount
payable upon a purchase of securities as specified in Fund's
instructions or for some other reason, the amount of the overdraft shall
be payable by the Fund to Custodian upon demand and shall bear the
interest rate set forth on the Fee Schedule attached hereto as Exhibit C
from the date advanced until the date

of payment. Custodian shall have a lien on the assets of the Fund in the
amount of any outstanding overdraft.

4. INSTRUCTIONS.
-------------

A. The term "instructions", as used herein, means written or oral
instructions to Custodian from designated representatives of Fund.
Certified copies of resolutions of the Board of Trustees of Fund naming
one or more designated representatives to give instructions in the name
and on behalf of Fund, may be received and accepted from time to time by
Custodian as conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in full force
and effect (and Custodian will be fully protected in acting in reliance
thereon) until receipt by Custodian of notice to the contrary. Unless
the resolution delegating authority to any person to give instructions
specifically requires that the approval of anyone else will first have
been obtained, Custodian will be under no obligation to inquire into the
right of the person giving such instructions to do so. Notwithstanding
any of the foregoing provisions of this Section 4., no authorizations
or instructions received by Custodian from Fund, will be deemed to
authorize or permit any director, trustee, officer, employee, or agent
of Fund to withdraw any of the securities, cash or other assets of Fund
upon the mere receipt of such authorization or instructions from such
director, trustee, officer, employee or agent.

Notwithstanding any other provision of this Agreement, Custodian, upon
receipt (and acknowledgement if required at the discretion of Custodian)
of instructions, will undertake to deliver for Fund's account monies,
(provided such monies are on hand or available) in connection with
Fund's transactions and to wire transfer such monies to such broker,
dealer, subcustodian, bank or other agent specified in such
instructions.

B. No later than the next business day immediately following each oral
instruction, Fund will send Custodian written confirmation of such oral
instruction. At Custodian's sole discretion, Custodian may record on
tape, or

otherwise, any oral instruction whether given in person or via
telephone, each such recording identifying the parties, the date and the
time of the beginning and ending of such oral instruction.

5. LIMITATION OF LIABILITY OF CUSTODIAN.
-------------------------------------

A. Custodian shall hold harmless and indemnify Fund from and against any
loss or liability arising out of Custodian's negligence or bad faith.
Custodian may request and obtain the advice and opinion of counsel for
Fund, or of its own counsel with respect to questions or matters of law,
and it shall be without liability to Fund for any action taken or
omitted by it in good faith, in conformity with such advice or opinion.
If Custodian reasonably believes that it could not prudently act
according to the instructions of the Fund or the Fund's counsel, it may
in its discretion, with notice to the Fund, not act according to such
instructions.

B. Custodian may rely upon the advice and statements of Fund, Fund's public
accountants and other persons to whom the designated representatives of
Fund may refer Custodian for advice and/or information, and Custodian
shall not be liable for any actions taken, in good faith, upon such
advice and/or statements.

C. If Fund requires Custodian in any capacity to take, with respect to any
securities, any action which involves the payment of money by Custodian,
or which in Custodian's opinion might make it or its nominee liable for
payment of monies or in any other way, Custodian, upon notice to Fund
given prior to such actions, shall be and be kept indemnified by Fund in
an amount and form satisfactory to Custodian against any liability on
account of such action.

D. Custodian shall be entitled to receive, and Fund agrees to pay to
Custodian, on demand, reimbursement for such cash disbursements, costs
and expenses as may be agreed upon from time to time by Custodian and
Fund.

E. Custodian shall be protected in acting as custodian hereunder upon any
instructions, advice, notice, request, consent, certificate or other
instrument or paper reasonably appearing to it to be genuine and to have
been properly

executed and shall, unless otherwise specifically provided herein, be
entitled to receive as conclusive proof of any fact or matter required
to be ascertained from Fund hereunder, a certificate signed by the
Fund's President, or other officer specifically authorized for such
purpose.

F. Without limiting the generality of the foregoing, Custodian shall be
under no duty or obligation to inquire into, and shall not be liable
for:

1. The validity of the issue of any securities purchased by or for Fund,
the legality of the purchase thereof or evidence of ownership
required by Fund to be received by Custodian, or the propriety of the
decision to purchase or amount paid therefor;

2. The legality of the sale of any securities by or for Fund, or the
propriety of the amount for which the same are sold;

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

4. The legality of the repurchase or redemption of any shares of
beneficial interest of, or the propriety of the amount to be paid
therefor; or

5. The legality of the declaration of any dividend by Fund, or the
legality of the issue of any shares of Beneficial Interest of Fund in
payment of any stock dividend.

G. Custodian shall not be liable for, or considered to be Custodian of, any
money represented by any check, draft, wire transfer, clearinghouse
funds, uncollected funds, or instrument for the payment of money
received by it on behalf of Fund, until Custodian actually receives such
money, provided only that it shall advise Fund promptly if it fails to
receive any such money in the ordinary course of business, and use its
best efforts and cooperate with Fund toward the end that such money
shall be received.

H. Except as provided in Section 3.S., Custodian shall not be responsible
for loss occasioned by the acts, neglects, defaults or insolvency of any
broker, bank,

trust company, or any other person with whom Custodian may deal in the
absence of negligence, or bad faith on the part of Custodian.

I. Custodian shall not be responsible or liable for the failure or delay in
performance of its obligations under this Agreement, or those of any
entity for which it is responsible hereunder, arising out of or caused,
directly or indirectly, by circumstances beyond the affected entity's
reasonable control, including, without limitation: any interruption,
loss or malfunction of any utility, transportation, computer (hardware
or software) or communication service; inability to obtain labor,
material, equipment or transportation, or a delay in mails; governmental
or exchange action, statute, ordinance, rulings, regulations or
direction; war, strike, riot, emergency, civil disturbance, terrorism,
vandalism, explosions, labor disputes, freezes, floods, fires, tornados,
acts of God or public enemy, revolutions, or insurrection; or any other
cause, contingency, circumstance or delay not subject to the control of
or which prevents or hinders the performance hereunder of Custodian or
any entity for which it is responsible hereunder.

J. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS
AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE
OTHER PARTY, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT
UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.

6. COMPENSATION.
-------------

A. Fund will pay to Custodian such compensation as is stated in the Fee
Schedule attached hereto as Exhibit C. If Custodian desires to increase
the fees or charges provided for in Exhibit C, it shall, at least sixty
(60) days prior to the end of the second year of the initial two (2)
year term (see Section 7) or of any subsequent annual term hereof, give
the Fund written notice (the "Fee Increase Notice") of the proposed
changes. If the Fund does not agree to the proposed revised fees and
charges, the Fund shall notify Custodian

thereof in writing (the "Refusal Notice") within thirty (30) days of
receipt of Custodian's notice. If the parties are unable to agree to a
rate or manner within the next twenty-nine (29) days after Custodian's
receipt of the Refusal Notice, this Agreement shall continue for an
additional one hundred and twenty (120) days from the date on which
the then current term expires, after which the Agreement shall
terminate. Fees and charges shall be at the rate or manner in effect
prior to the Fee Increase Notice for the first ninety (90) days and
thereafter at that rate increased by the lesser of the proposed,
revised fee increase or eight percent (8%) for the remaining thirty
(30) days.

B. Custodian may charge such compensation against monies held by it for
the account of Fund. Custodian will also be entitled, notwithstanding
the provisions of Sections 5.C. or 5.D. hereof, to charge against any
monies held by it for the account of Fund the amount of any loss,
damage, liability, advance, or expense for which it shall be entitled
to reimbursement under the provisions of this Agreement including
fees or expenses due to Custodian for other services provided to the
Fund by Custodian. If Custodian charges any amounts against monies
held by it for the account of the Fund and it is subsequently
determined that Fund did not in fact owe such amount, or any portion
thereof, to Custodian, Custodian shall promptly reimburse Fund the
amount which was not owed with interest at the prime rate as reported
in The Wall Street Journal (midwestern edition) plus three (3)
percentage points from the date charged until the date repaid.

7. TERM AND TERMINATION.
--------------------

A. This Agreement shall remain in force and effect for a period of two
(2) years, the initial term of this Agreement. This Agreement shall
automatically extend for additional, successive twelve (12) month
terms upon the expiration of any term hereof, unless terminated as of
the end of any term by either party on not less than one hundred and
twenty (120) days prior written notice to the other party. Each
additional twelve (12) month period shall be an additional term of
this Agreement.

B. Upon termination of this Agreement, Fund will pay to Custodian such
compensation for its reimbursable disbursements, costs and expenses
paid or incurred to such date and Fund will use its best efforts to
obtain a successor custodian. Unless the holders of a majority of the
outstanding shares of beneficial interest of Fund vote to have the
securities, funds and other properties held under this Agreement
delivered and paid over to some other person, firm or corporation
specified in the vote, having not less the Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits, as
shown by its last published report, and meeting such other
qualifications for custodian as set forth in the Bylaws of Fund, the
Board of Trustees of Fund will, forthwith upon giving or receiving
notice of termination of this Agreement, appoint as successor
custodian a bank or trust company having such qualifications.
Custodian will, upon termination of this Agreement, deliver to the
successor custodian so specified or appointed, at Custodian's office,
all securities then held by Custodian hereunder, duly endorsed and in
form for transfer, all funds and other properties of Fund deposited
with or held by Custodian hereunder, or will co-operate in effecting
changes in book-entries at the Depository Trust Company, Participants
Trust Company or in the Treasury/Federal Reserve Book-Entry System
pursuant to 31 CFR Sec. 306.118. In the event no such vote has been
adopted by the shareholders of shares of beneficial interest of Fund
and no written order designating a successor custodian has been
delivered to Custodian on or before the date when such termination
becomes effective, then Custodian may petition a court of competent
jurisdiction for appointment of a successor custodian, which successor
shall be a bank or trust company meeting the qualifications for
custodian, if any, set forth in the Bylaws of Fund and having not less
that Two Million Dollars ($2,000,000) aggregate capital, surplus and
undivided profits, as shown by its last published report. Fund shall
be responsible for the costs and expenses of Custodian (including
reasonable attorneys' fees) incurred in seeking such judicial
appointment. Upon delivery to a successor custodian,

Custodian will have no further obligations or liabilities under this
Agreement. Thereafter such bank or trust company will be the successor
custodian under this Agreement and will be entitled to reasonable
compensation for its services. In the event that no such successor
custodian can be found, Fund will submit to its shareholders, before
permitting delivery of the cash and securities owned by Fund to anyone
other than a successor custodian, the question of whether Fund will be
liquidated or function without a custodian. Notwithstanding the
foregoing requirement as to delivery upon termination of this
Agreement, Custodian may make any other delivery of the securities,
funds and property of Fund which is permitted by the Investment
Company Act of 1940, Fund's Deed of Trust and Bylaws then in effect or
apply to a court of competent jurisdiction for the appointment of a
successor custodian.

8. NOTICES. Notices, requests, instructions and other writings addressed to
Fund c/o Alpha Source Asset Management, Inc., 0 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000 or at such other address as Fund may have
designated to Custodian in writing, will be deemed to have been properly
given to Fund hereunder; and notices, requests, instructions and other
writings addressed to Custodian at its offices at 000 Xxxx 00xx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000, Attention: Custody Department or to such other
address as it may have designated to Fund in writing, will be deemed to
have been properly given to Custodian hereunder.

9. MISCELLANEOUS.
-------------

A. Except as provided in Section 9.K. below, this Agreement shall be
construed according to, and the rights and liabilities of the parties
hereto shall be governed by, the laws of the State of Missouri.

B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.

C. Subject to applicable statutes of limitations the representations and
warranties, and the indemnifications extended hereunder, if any, are
intended

to and shall continue after and survive the expiration, termination
or cancellation of this Agreement.

D. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
each party hereto.

E. The captions in the 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.

F. 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.

G. If any part, term or provision of this Agreement is by the courts
held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties shall
be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.

H. This Agreement may not be assigned by either party hereto without
prior written consent of the other party.

I. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between
Custodian and Fund.

J. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by either party hereunder shall not
affect any rights or obligations of the other party hereunder.

K. Notice is hereby given that a copy of Funds declaration of trust and
all amendments thereto is on file with the Secretary of the
Commonwealth of Massachusetts; that this Agreement has been executed
on behalf of Fund by the undersigned duly authorized representative of
Fund in his/her capacity as such and not individually; and that the
obligations of this Agreement shall

only be binding upon the assets and property of Fund and shall not be
binding upon any trustee, officer or shareholder of Fund individually.
The provisions of this Section 9.K. shall be construed according to
the laws of the Commonwealth of Massachusetts.

L. This Agreement cancels and supersedes that certain Custody Agreement
dated December 31, 1986, by and between Fund and Custodian; provided,
however, that all duties and liabilities of the parties thereunder
with respect to any act, error or omission which occurred prior to
the effective date hereof shall survive the execution hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers, to be effective as of the date
first above written.

INVESTORS FIDUCIARY TRUST COMPANY

By: /s/
------------------------------

Title: Executive Vice President
---------------------------

OBERWEIS EMERGING GROWTH FUND

By: /s/ Xxxx X. Xxxxxx
------------------------------

Title: Executive Vice President
---------------------------

EXHIBIT A

INVESTMENT ACCOUNTING AND CUSTODY

Section I
---------

In its capacity as the Recordkeeping and Pricing Agent and Custodian for
the Fund, Custodian shall perform the following responsibilities on a daily
basis:

1. Prepare available cash forecasts and communicate balances to the
Fund.

2. Review investment portfolio for cash and stock dividends and stock
splits.

3. Review failed security transaction report; investigate failed
transactions and report status to Fund.

4. Prepare overdraft report with explanation of overdraft.

5. Initiate wire movements.

6. Post Fund Capital to the Fund's general ledger.

7. Reconcile ending share balance from transfer agent reports to general
ledger; report differences to Fund and resolve with the transfer
agent.

8. Enter security transactions reported by the Fund.

9. Review trade affirmation and resolve discrepancies.

10. Post bank activity to general ledger; account for all items on bank
statements, and prepare and complete daily bank reconciliations,
including documentation of reconciling items.

11. Post manual journal entries to the general ledger.

12. Review current daily security transactions for dividends, splits and
other corporate activity.

13. Prepare Net Asset Value rollforward.

14. Review individual components of the change in the Fund's Net Asset
Value for accuracy and reasonableness.

15. Enter manual prices.

16. Review pricing stratification report for unusual price movements in
individual securities; investigate and trace items to the particular
pricing sources; and consult with Fund. Review pricing report for
detection of stock splits and dividends, cash dividends and corporate
action.

17. Review for ex-dividend items indicated by pricing sources.

18. Communicate required pricing information to Fund, quotation/
publication services and to transfer agent. Communicate NAV to
newspapers and quotation services in time for publication and to the
transfer agent in time to run the shareowner accounts by the beginning
of the next day. Communicate the NAV and corresponding worksheet to
the Fund.

19. Attend to routine matters in connection with the calculation of the
net asset value and aggregate asset value of the Fund.

20. Maintain and preserve the books, records and accounts that provide the
basis for the above noted items.

Section II
----------
Information/Reports to be transmitted electronically to Fund:

==========================================================================================
CATEGORY INFORMATION PROVIDED FREQUENCY*
==========================================================================================

Pricing Reports Detail valuation data and the Net Daily
Asset Value Calculation
------------------------------------------------------------------------------------------
Position Reports Securities owned detailed by position Daily and/or
or tax lot Monthly
------------------------------------------------------------------------------------------
Transaction Reports Purchases, sales, maturities, opening Daily and/or
or closing of positions for the time Monthly and/or
frame specified Year to Date
------------------------------------------------------------------------------------------
Income Reports Journal of interest, amortization or Daily and/or
dividend accruals for the portfolios Monthly
------------------------------------------------------------------------------------------
Trial Balance General ledger account activity Daily and/or
Monthly
------------------------------------------------------------------------------------------
Capital Activity List of fund share activity for the Monthly
period
==========================================================================================

*Available at times specified at the option of the Fund.

EXHIBIT B
---------

INVESTORS FIDUCIARY TRUST COMPANY
AVAILABILITY SCHEDULE BY TRANSACTION TYPE

=======================================================================================================================
TRANSACTION DTC PHYSICAL FED
----------- --- -------- ---
TYPE CREDIT DATE FUNDS TYPE CREDIT DATE FUNDS TYPE CREDIT DATE FUNDS TYPE
---- ----------- ---------- ----------- ---------- ----------- ----------
=======================================================================================================================

Calls Puts As Received C or F* As Received C or F*
Maturities As Received C or F* Mat. Date C or F* Mat. Date F
Tender Reorgs. As Received C As Received C N/A
Dividends Paydate C Paydate C N/A
Floating Rate Int. Paydate C Paydate C N/A
Floating Rate Int. N/A As Rate Received C N/A
(No Rate)
Mtg. Backed P&I Paydate C Paydate + / Bus. C Paydate F
Fixed Rate Int. Paydate C Paydate C Paydate F
Euroclear N/A C Paydate C
====================================================================================================================

Legend
------
C = Clearinghouse Funds
F = Fed Funds
N/A = Not Applicable
* Availability based on how received.

Exhibit C
----------

INVESTORS FIDUCIARY TRUST COMPANY
OBERWEIS EMERGING GROWTH FUND
FEE SCHEDULE

I. INVESTMENT ACCOUNTING

A. Monthly Base Fee Per Portfolio
------------------------------

$750 (not included in minimum monthly asset fee discussed
in I.B. below.)

B. Minimum Monthly Fee
-------------------

There is a monthly minimum fee of $2,500 in aggregate. The monthly
minimum fee does not apply to any portfolio if the asset based fee
discussed in I.C. below produces greater revenue than the aggregate
minimum.

C. Asset Based Fee on a Total Relationship Basis
---------------------------------------------

3.5/100 of 1% (3.5 basis points) on the first $500 million in assets
2.5/100 of 1% (2.5 basis points) on the next $100 million in assets
1/100 of 1% (1 basis point) on all assets in excess of $600 million

II. SECURITY CUSTODY

A. Domestic Securities
-------------------

Asset-Based Fee on a total relationship basis:
2.5/100 of 1% (2.5 basis points) on the first $500 million
in assets
1.5/100 of 1% (1.5 basis points) on the next $500 million
in assets
1/100 of 1% (1 basis point) on all assets in excess of
$1 billion

Transaction Fee, per transaction:
Physical Delivery - $20.00
Depository Eligible - $10.00
Participant Trust Company (PTC) Eligible - $12.00
PTC Asset-backed Security Paydown - $8.00
Other Asset-backed Security Paydown - $10.00
Overnight Sweeps - $5.00 (buy-side only)
Federal Funds Wire Received or Delivered - $6.00

September 2, 1993 Page 1 of 3

Oberweis Fee Schedule (Continued)

B. Foreign Securities
------------------

Asset-Based Fee on a total relationship basis:

6/100 of 1% (6 basis points) on all assets held in
Euroclear/CEDEL/First Chicago Clearing
16/100 of 1% (16 basis points) on all assets held in
foreign securities
40/100 of 1% (40 basis points) on all assets held in
emerging markets

Transaction Fee, per transaction:

Euroclear/CEDEL/First Chicago Clearing - $45.00
Emerging Markets - $120.00

C. Balance Credits
---------------

IFTC will offset fees with balance credits calculated at 75% of the
bank credit rate (see below) applied to average custody collected
cash balances for the month. Balance credits can be used to offset
fees. Any credits in excess of fees will be carried forward from
month to month through the end of the calendar year. For calculation
purposes, IFTC uses an actual/actual basis.

Note: The bank credit rate is the equivalent to the lesser of:
. The average 91-day Treasury Xxxx discount rate for the month
or
. The average Federal Funds rate for the month less
50 basis points.

D. Overdraft Charges
-----------------

Overdrafts will be calculated at the Prime rate (as published in
the Wall Street Journal) and charged on a daily basis.

September 2, 1993 Page 2 of 3

Oberweis Fee Schedule (Continued)

III. NOTES TO THE ABOVE FEE SCHEDULE

A. Asset based fees will be billed monthly at 1/12th of the annual
stated rate based on monthly average net assets.

B. Annual maintenance fees are payable monthly at 1/12th of the annual
stated rate.

C. The above schedule does not include out-of-pocket expenses that
would be incurred by IFTC on the client's behalf. Examples of
out-of-pocket expenses include but are not Limited to forms,
postage, magnetic tapes, printing, proxy processing, microfilm,
microfiche, back-up recovery, pricing services, overnight mailing
services, FDIC insurance, foreign registration and script fees, etc.
IFTC bills out-of-pocket expenses separately from service fees.

D. The fees stated above are exclusive of terminal equipment required
in the client's location(s) and communication line costs.

E. Any fees or out-of-pocket expenses not paid within 30 days of the
date of the original invoice will be charged a late payment fee of
1% per month until payment of the fees are received by IFTC.

F. For the first six months of operations for each fund, the Investment
Accounting minimums will be waived. The stated rates apply to all
minimums after the initial six months.

/s/ /s/ Xxxx X. Xxxxxx
----------------------------------- -------------------------------
Investors Fiduciary Trust Company Oberweis Emerging Growth Fund

9/8/93 9/3/93
----------------------------------- -------------------------------
Date Date

September 2, 1993 Page 3 of 3

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