FORM OF FIRST ADDENDUM TO MASTER CUSTODIAN AGREEMENT






THIS ADDENDUM  ("Addendum")  to that certain  Master  Custodian  Agreement  (the
"Agreement")  dated June 22,  2001,  by and  between The  Nottingham  Management
Company (the  "Administrator")  and First Union National Bank (the "Bank").  All
defined terms in this  Addendum  shall have the same meaning as in the Agreement
unless specifically stated otherwise. In the event there are any inconsistencies
between  the  Agreement  and this  Addendum,  the  provisions  of this  Addendum
control:


1.  The  Administrator  and  Bank  wish to add the  following  new  Trust to the
Agreement and modify Exhibit A of the Agreement accordingly.

         a.       Exhibit A is hereby  modified  and  amended  by the adding the
                  following Trust to Exhibit A:

                  "FSP Investment Trust"


IN WITNESS WHEREOF,  the parties, in consideration of the mutual promises herein
and other good and  valuable  consideration,  have  caused  this  Addendum to be
executed by their duly  authorized  officers  effective  this 28th day of March,
2002.


THE NOTTINGHAM MANAGEMENT COMPANY       FIRST UNION NATIONAL BANK

By: __________________________          By: __________________________
Its:  __________________________        Its:  __________________________