Exhibit 10.02


BANK OF NEW YORK
SUBSCRIPTION AND TRANSFER AGENT AGREEMENT


This Subscription and
Transfer Agent Agreement (“Agreement”) is entered into this second day of  April, 2007 by and among The Bank of New
York, a New York banking corporation (“Bank”), R. J. O’Brien Fund Management,
Inc., (“RJOFM”) a Delaware corporation, and each Fund listed in Exhibit A
attached hereto.  RJOFM and the Funds,
individually, and R JOFM and the Funds, collectively, shall sometimes
hereinafter be referred to as “Customer”.


WHEREAS, Customer is 1)
the sponsor (Managing Owner) of the Funds or 2) an affiliate of the general
partner of the Funds or 3) an advisor to the Funds listed in Exhibit A; and


WHEREAS, the Customer
desires to retain the services of Bank as subscription agent and transfer agent
for all Shares (as hereinafter defined) of the Funds; and


WHEREAS, Bank desires to
perform the services as described in Exhibit B for each of the Funds upon and
subject to the terms and conditions hereof.


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants and agreements herein made, the parties
do hereby agree as follows:


Section
1.           Definitions.


“Business Day” means any day other than a Saturday,
Sunday, or other day on which banks in the City of New York are required or
permitted to be closed.


“Call Center Service” means use of a touch-tone
telephone and access to customer service representatives by Investors and
Customer Representatives to obtain account information.


“Certificate” means any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be given to
the Bank by the Customer which is signed by any Officer, as hereinafter
defined, and actually received by the Bank.


“Customer Instructions” means any notices,
instructions or orders given electronically, including facsimile and e-mail;
orally; or in writing to Bank by any person or entity believed by Bank to be a
Customer or Customer Representative by any method agreed upon in writing
between Bank and Customer pursuant to Section 6.2.


“Customer Representative” means Customer or the
individual(s) designated, from time to time, by Customer, pursuant to Section
6.2 herein, to be responsible for carrying out various functions under this
Agreement.


“Fund” means a limited partnership, corporation, Real
Estate Investment Trust (R.E.I.T.), trust, partnership or limited liability
company listed in Exhibit A attached hereto.


“Investor” means any person, corporation, retirement
account or any other form of ownership that has invested money or property in
one or more Fund(s).


“IVR” means a system to be used by Investors to obtain
information using a telephone from an automated attendant regarding such
Investors account with Customer.


“Officer” means, if the Fund is a corporation, the
Fund’s president, chief executive officer, any vice president, the secretary,
the treasurer, the controller, any assistant treasurer and any other official
duly authorized by the Board of Directors of the Customer to execute any
Certificate on behalf of the Customer; and otherwise, means a general partner,
a trustee or other appropriate person.













“Share” means a unit of ownership in a Fund, as
determined by the Fund’s registration statement or prospectus, including but
not limited to, a share, a unit, an ownership interest, a beneficial interest,
and a beneficial assignment.


SECTION
2.           APPOINTMENT OF BANK.


2.1   Appointment.


Each Fund does hereby constitute and appoint Bank as its agent to
provide the services described herein and as more particularly described in
Exhibit B attached hereto (the “Services”) for and on behalf of each of the
Funds upon and subject to the terms and conditions of this Agreement.  Bank hereby accepts appointment as such agent
and agrees to perform the Services in accordance with the terms and conditions
hereinafter set forth. It is intended that Bank be deemed an independent
contractor and that no employment relationship between Customer or the Funds on
the one hand and Bank or Bank’s employees on the other hand be created.


2.2   Documentation.


In connection with such appointment, the Fund shall deliver the
following documents to Bank:


(a)          A copy of
the document evidencing the Fund’s form of organization (the “Charter”) and all
amendments thereto, certified in the case of a corporation or a limited liability
company by the Secretary of State or other appropriate official;


(b)         If the Fund
has By-Laws, a copy of such By-Laws certified by the secretary or an assistant
secretary;


(c)          If the
Fund is a corporation or a limited liability company, a certified copy of a
resolution of the board of directors of the Fund appointing the Bank to perform
the Services and authorizing the execution and delivery of this Agreement;


(d)         A
certificate signed, as appropriate, by a secretary, a general partner, a
trustee or similar person, of the Fund specifying: the number of authorized
Shares, the number of such authorized Shares issued and currently outstanding,
and the names and specimen signatures of all persons duly authorized the Fund
to execute any Certificate on behalf of the Fund, as such Certificate may be
amended from time to time;


(e)          A specimen
Share certificate for each class of Shares in the form approved by the Fund,
together with a Certificate signed by the Secretary of the Fund as to such
approval and covenanting to supply a new such Certificate and specimen whenever
such form shall change; or, alternatively, a Certificate from the Fund signed
by a secretary, a general partner, a trustee or similar person specifying that
Shares are uncertificated;


(f)            An
opinion of counsel for the Fund, in a form satisfactory to Bank, with respect
to the validity of the authorized and outstanding Shares, the obtaining of all
necessary governmental consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of 1933,
as amended, and of the Fund under the Investment Company Act of 1940, as
amended, and any other applicable law or regulation (i.e., if subject to
registration, that the Shares and/or the Fund, as the case may be, have been
registered and that the Registration Statement has become effective or, if
either the Shares or the Fund is exempt from registration, the specific grounds
therefor);


(g)         A list of
the name, address, social security or taxpayer identification number of each
Shareholder, number of Shares owned, certificate numbers, and whether any “stops”
have been placed; and



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(h)         An opinion
of counsel for the Fund, in a form satisfactory to Bank, with respect to the
due authorization by the Fund and the validity and effectiveness of the use of
facsimile signatures by Bank in connection with the countersigning and
registering of Share certificates of the Fund.


2.3         Share
Certificates.


The Fund shall furnish Bank with a sufficient supply of blank Share
certificates, if applicable, and from time to time will renew such supply upon
request of Bank.  Such blank Share
certificates shall be properly signed, by facsimile or otherwise, by Officers
of the Fund authorized by law or by the By-Laws (if any) to sign Share certificates,
and, if required, shall bear the corporate seal or a facsimile thereof.


2.4         Information
Files.


In connection with the appointment of Bank, the Fund
shall furnish information to Bank in one or more files in a machine-readable
format acceptable to Bank.


SECTION
3.                                TERM.


This
Agreement will commence on the date hereof and continue until it expires on a
date three (3) years from the date hereof. 
Neither party may terminate the transfer agency relationship prior to
the end of the term with the exception of: violation of the standard of care
set forth in the Agreement by the Bank; a material breach by either party or
its obligations set forth in the Agreement; the sale by the Bank of
substantially all of its stock transfer servicing business or the Bank’s discontinuance
of those services generally; the sale or change of ownership control of the
Customer; the bankruptcy, reorganization or liquidation of either party; or the
occurrence of any event that has a materially adverse effect on the reputation
of the non-terminating party.


SECTION
4.           COMPENSATION, FEES,
EXPENSES AND TAXES


4.1         Compensation Pursuant to
Fee Schedule.


In consideration of the Services to be rendered
pursuant to this Agreement, Customer shall compensate Bank in accordance with
and pursuant to the terms of the Fee Schedule annexed hereto as Exhibit B.


4.2         Taxes


Except as otherwise provided in Exhibit B, Bank shall
have no tax reporting obligations, and Customer shall be solely responsible for
any tax reporting with respect to each Fund and each Investor.


4.3         Payment of Fees and Reimbursements.


a)              Fees shall be paid monthly on or before the first
business day of each calendar month, with the first payment for the calendar
month beginning on the effective date. Customer shall pay reimbursements for
other costs and expenses no later than the tenth day after the close of each
calendar month.


b)             During the first calendar month of the term of this
Agreement, Customer shall pay Bank a pro-rated percentage of the monthly fees
equal to the number of days of such month in which Services are to be performed
divided by the number of days in the month.


c)              In the event this Agreement is terminated
prior to the end of a calendar month, Customer shall be entitled to a return of
Bank’s fee prorated for the portion of the calendar month after





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the termination date, but
shall pay any costs and expenses incurred by Bank in connection with this
Agreement up to or subsequent to the date of termination.


d)             Bank may receive from time to time payments of
research and fulfillment fees from Investors as set forth in Exhibit B, which
fees are required in order for Investors to receive historical copies of
communications mailed by the Funds as well as the result of research done by
Bank.  Such fees are additional
compensation to Bank, and shall not reduce or affect compensation paid to Bank
pursuant to Sections 4.1 or 4.3.


SECTION 5.           Limitation of Liability;
Indemnification.


5.1         Limitation of Liability
of Bank.


Bank shall not be liable for any Losses (as defined in
Section 5.2) or action taken or omitted or for any loss or injury resulting
from its (or its nominees) actions or its (or its nominees’) performance or
lack of performance of their respective duties hereunder in the absence of  negligence or willful misconduct on their
respective part.  In no event shall Bank
be liable to any Customer, any Investor, or any third party (i) for acting in
accordance with Customer Instructions or instructions from any entity
reasonably believed by Bank to be an agent of Customer; (ii) for special,
consequential or punitive damages; (iii) for the acts or omissions of its
correspondents, designees, agents, subagents; (iv) any Losses (as defined in
Section 5.2) due to forces beyond the reasonable control of Bank, including
without limitation strikes, work stoppages, acts of war or terrorism,
insurrection, revolution, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software or hardware) services; or (v) for any violation or alleged violation
of any federal securities law or any “blue sky” or state securities law.  With respect to any Losses (as defined in
Section 5.2) incurred as a result of the acts or the failure to act by any
correspondents, designees, agents, subagents, Bank shall take appropriate
action to recover such Losses from the same; and Bank’s sole responsibility and
liability to Customer and Investors shall be limited to amounts so received
from the same (exclusive of costs and expenses incurred by Bank).


5.2.      Indemnity.


Customer and the related Fund(s) shall be jointly and
severally liable for and shall indemnify Bank (and its nominees) and hold them
harmless from and against any and all claims, losses, liabilities, damages or
expenses (including attorneys’ fees and expenses) (collectively referred to
herein as “Losses”) howsoever arising from or in connection with this Agreement
or the performance of their duties hereunder, the enforcement of this Agreement
and disputes between the parties hereto or otherwise related to Bank’s
performance hereunder, provided, however, that nothing contained herein shall
require that Bank (or its nominees) be indemnified for direct money damages to
the extent caused by their negligence or willful misconduct.  Customer shall be liable to Bank for
satisfaction of any and all obligations and liabilities arising or
incurred.  Nothing contained herein shall
limit or in any way impair the right of Bank to indemnification under any other
provision of this Agreement.


5.3         Legal Action.


No legal action, including one arising out of an
exception or objection under Section 6 hereof, shall be instituted against Bank
after one hundred twenty (120) days from the date of the first statement or
report that reflects the information, error or omission which provides the
basis for such claim.


5.4         Third Party Information.


Bank shall have no responsibility for the accuracy of
any information that has been provided by or obtained from third parties.



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5.5         Only the Duties Set Forth
Herein.


Except as specifically set forth herein, Bank’s duties
and responsibilities are solely those set forth herein and it shall not be
obligated to perform any services or take any action not provided for herein
unless specifically agreed to by it in writing. 
Nothing contained herein shall cause Bank to be deemed a trustee or
fiduciary for or on behalf of any Customer, any Fund, any Investor, or any
other person.  The Services provided by
Bank hereunder are in addition to the services provided by Bank under any other
agreement between the parties.


5.6         Disclosure of
Information.


Bank is authorized to disclose information concerning
the Funds and Investors to its affiliates and to providers of services as may
be necessary in connection with the administration of or performance of this
Agreement and to its regulators, its internal and external auditors,
accountants and counsel, and to any other person or entity when advised by
counsel that it may be liable for a failure to do so.


5.7.      Bank May Act as Agent.


Bank may act as agent for, provide banking, investment
advisory, investment management and other services to, and generally engage in
any kind of business with, others to the same extent as if Bank were not
providing services hereunder.  Nothing in
this Agreement shall in any way be deemed to restrict the right of Bank to
perform such services for any other person or entity, and the performance of
such services for others will not be deemed to violate or give rise to any duty
or obligation to Customer, and Fund, or any Investor not specifically
undertaken by Bank hereunder.


5.8.      Use of Agents.


Bank may employ agents or attorneys-in-fact
at the expense of Customer, and shall not be liable for any loss or expense
arising out of, or in connection with, the actions or omissions to act of its
agents or attorneys-in-fact, so long as Bank acts in good faith and
without negligence or willful misconduct in connection with the selection of
such agents or attorneys-in-fact.


5.9.      Application for
Instructions.


At any time Bank may apply to an Officer of the Fund
for written instructions with respect to any matter arising in connection with
Bank’s duties and obligations under the Agreement, and Bank shall not be liable
for any action taken or omitted to be taken by Bank in good faith in accordance
with such instructions.  Such application
by Bank for instructions from an Officer of the Fund may, at the option of
Bank, set forth in writing any action proposed to be taken, omitted to be taken
by Bank with respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken, and Bank shall not be
liable for any action taken or omitted to be taken in accordance with a
proposal included in any such application on or after the date specified therein
unless, prior to taking or omitting to take any such action, Bank has received
written instructions in response to such application specifying the action to
be taken or omitted.  Bank may consult
counsel to the Fund or Bank’s own counsel, at the expense of the Fund, and
shall be fully protected with respect to anything done or omitted to be done by
it in good faith in accordance with the advice of opinion of such counsel.


SECTION
6.           NOTICES, INSTRUCTIONS, AND
EXAMINATION OF REPORTS.


6.1         Examination of Reports.


A Customer Representative shall examine promptly each
tax reporting control report, distribution or dividend report, control report
or output report provided by Bank to Customer in fulfillment of a Customer
request for service. Unless Customer Representative files with Bank a written
exception or objection within one hundred and twenty (120) days after the date
of such report that reflects an error or omission, Customer shall be
conclusively deemed to have waived any such exception or objection or claim
based thereon.



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6.2.      Notices, Instructions and
Other Communications.


Unless otherwise specified herein, all statements and
notices, instructions or other communications may be given either orally or in
writing (including by electronic mail (e-mail), telecopy or other electronic
transmission).  All reports, notices,
instructions and other communications shall be delivered to the address (post
office, telephone, other electronic address) set forth on Exhibit E annexed
hereto, which address may be changed upon thirty (30) days’ prior written
notice to the other party.  Customer
shall furnish to Bank a Certificate in the form of Exhibit C indicating those
Customer Representatives who are authorized to give Bank instructions hereunder
and with specimen signatures of such persons, and until Bank actually receives
such Certificate, Bank shall be authorized to rely upon, and shall incur no
liability for relying upon, instructions reasonably believed to be given by
Customer. Bank is authorized to comply with and rely upon any such notices,
instructions or other communications believed by it to have been sent or given
by a Customer Representative.  Customer
may amend such Certificate or add or delete any person by delivering a
replacement Certificate to Bank, but until such amended Certificate is actually
received Bank shall have no liability for relying on the last received
certificate. Bank’s understanding of any oral notice, instruction or other
communication shall be deemed controlling (whether given or received by Bank),
notwithstanding any discrepancy between such understanding and any subsequent
confirming document or communication.


SECTION 7.           SUBSCRIPTION
FOR SHARES


1.0    The
Customer hereby appoints the Bank to act as its subscription agent for the
purpose of receiving subscriptions for Shares on behalf of the Customer during
the period in which subscriptions for shares may be submitted by or on behalf
of prospective investors (“Investors”) of a Fund (the “Subscription Period”),
as described in the prospectus for a Fund, as may be amended or supplemented
from time to time, and in any future prospectus prepared by a Fund in
connection with future offerings by a Fund. 
The Bank is hereby authorized and directed to receive subscriptions for
Shares on behalf of the Customer until the expiration of the Fund’s
Subscription Period (the “Expiration Date”).


2.0    Any funds
that the Bank receives on behalf of an Investor for the subscription for Shares
during the Subscription Period shall be deposited into an account at the Bank
established pursuant to an Escrow Agreement with the Bank’s Corporate Trust
Division until the total subscriptions reach the minimum amounts established in
a Fund’s prospectus necessary to establish the Fund (whose subscriptions have
been properly completed and executed and for which the correct payment amount
has been received) (the “Escrow Period”). 
After a Fund has instructed the Bank to release the funds held in the
Escrow Account, any funds that the Bank receives on behalf of an Investor for
the subscription for Shares during the Subscription Period shall be deposited
in an account of the Fund at the Bank. 
All funds received in connection with subscriptions which have been
accepted for sufficiency on a particular day shall be wired to the Customer on
the following Business Day.  Funds
received in connection with a subscription that has not been accepted for
sufficiency shall be held in an account at the Bank pending cure.


3.0    As
promptly as practicable after the Bank receives an Investor’s subscription
forms, the Bank shall determine whether such Investor has properly completed
and executed such forms and has submitted the correct payment for the
Shares.  If such form is not properly
completed, is unexecuted or, if such investor did not send the correct payment
amount, then the Bank will send a notice to such Investor or such Investor’s
broker or financial advisor, as the case may be, instructing such Investor to
amend the forms to cure any defect or submit the proper payment amount, as the
case may be.  If the Investor does not
amend the forms or submit the proper payment amount, as the case may be, within
thirty (30) days from the date the Bank sends the notice to such Investor or
such Investor’s broker or financial advisor, as the case may be, the forms and
funds submitted by such Investor shall be returned to such Investor or their
broker or financial advisor.


4.0    Subscriptions
may be accepted by the Bank in the form of check or wire transfer.  Upon receipt of forms for subscriptions of
Shares, the Bank shall scan such forms on its imaging system.  After the Bank has determined that an
Investor’s forms have been properly completed and executed and the correct
payment amount has been received, the Bank shall enter such Investor’s
information on its direct investment system.



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5.0    The Bank
will advise the Customer on a schedule to which Bank and Customer mutually
agree during the Subscription Period as to (1) the total number of
subscriptions for Shares that the Bank has received (which have been properly
completed and executed and for which the correct payment amount was received),
and (2) the aggregate amount of funds received by the Bank in payment for
such subscriptions.


SECTION 8.                              ISSUANCE
AND TRANSFER OF UNITS


1.0. 
Bank will issue Share certificates upon receipt of a Certificate from an
Officer, but shall not be required to issue Share certificates after it has
received from an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and Bank shall be
entitled to rely upon such written notification.  Bank shall not be responsible for the payment
of any original issue or other taxes required to be paid by the Fund in
connection with the issuance of any Shares.


2.0.   Shares will be transferred upon presentation to Bank of Share
certificates in form deemed by Bank properly endorsed for transfer, accompanied
by such documents as Bank deems necessary to evidence the authority of the
person making such transfer, and bearing satisfactory evidence of the payment
of applicable stock transfer taxes.  In
the case of small estates where no administration is contemplated, Bank may,
when furnished with an appropriate surety bond, and without further approval of
the Fund, transfer Shares registered in the name of the decedent where the
current market value of the Shares being transferred does not exceed such
amount as may from time to time be prescribed by the various states.  Bank reserves the right to refuse to transfer
Shares until it is satisfied that the endorsements on Share certificates are
valid and genuine, and for that purpose it may require, unless otherwise
instructed by an Officer of the Fund, a guaranty of signature by an “eligible
guarantor institution” meeting the requirements of Bank, which requirements
include membership or participation in STAMP or such other “signature guarantee
program” as may be determined by Bank in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.  Bank also reserves the right to
refuse to transfer Shares until it is satisfied that the requested transfer is
legally authorized, and it shall incur no liability for the refusal in good
faith to make transfers which Bank, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis to any claims
adverse to such transfer.  Bank may, in
effecting transfers of Shares, rely upon those provisions of the Uniform Act
for the Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time, applicable to
the transfer of securities, and the Fund shall indemnify Bank for any act done
or omitted by it in good faith in reliance upon such laws.


3.0.  All
Shares that are subject to restrictions on transfer (e.g., Shares
acquired pursuant to an investment representation, Shares held by controlling
persons, Shares subject to stockholders’ agreement, Shares of a Fund having a
limit on the aggregate number of holders of its Shares, etc.), shall, if
represented by certificates, be stamped with a legend describing the extent and
conditions of the restrictions or referring to the source of such
restrictions.  If such Shares are not
represented by certificates the Fund shall be responsible for informing Bank in
writing of any such restrictions.


4.0.  Bank
shall have no duty or liability for any transfer of Shares described in
preceding Paragraph 7.3 where counsel for the Fund or Bank’s own counsel
advises that such transfer may be made in compliance with all applicable law,
or where Bank receives an investor or purchaser letter, or similar writing (an “Investment
Letter”) which on its face is complete and by its terms authorizes such
transfer.  Nor shall Bank have any duty
or liability to monitor or abide by any limit on the aggregate number of
holders of Shares of any Fund.  Without
limiting the generality of the foregoing, Bank may presume that all factual
statements in any Investment Letter are true and accurate, and that transfers
in accordance with the terms of such Investor Letter are in accordance with all
applicable law.


5.0. 
In the event that a Fund requires approval of transfers by an Officer of the
Fund in order for the transfer to be effective, Customer hereby authorizes and
approves all transfers provided that Bank processes the transfer request in
accordance with this Section and the documentation supplied conforms to the
requirements for transfer specified in Exhibit D.



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6.0. 
The Fund shall deliver to Bank the following documents on or before the
effective date of any increase, decrease or other change in the total number of
Shares authorized to be issued:


1.0.0..            A certified copy of the amendment to the
Charter giving effect to such increase, decrease or change;


1.0.0..            An opinion of counsel for the Fund, in a
form satisfactory to Bank, with respect to the validity of the Shares, the
obtaining of all necessary governmental consents, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law or regulations (i.e.,
if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefor); and


1.0.0..            In the case of an increase, if the
appointment of Bank was theretofore expressly limited, a certified copy of a
resolution of the Board of Directors or similar body of the Fund increasing the
authority of Bank.


1.0. 
Prior to the issuance of any additional Shares pursuant to stock dividends,
stock splits or otherwise, and prior to any reduction in the number of Shares
outstanding, the Fund shall deliver the following documents to Bank:


1.0.0.0.      If the Fund is a corporation or a limited
liability company, a certified copy of the resolutions adopted by the Board of
Directors or similar body and/or the shareholders of the Fund authorizing such
issuance of additional Shares of the Fund or such reduction, as the case may
be, or a certified General Partner, trustee, or similar person;


2.0.0.0.      A certified copy of the order or consent of each
governmental or regulatory authority required by law as a prerequisite to the
issuance or reduction of such Shares, as the case may be, and an opinion of
counsel for the Fund that no other order or consent is required; and


3.0.0.0.      An opinion of counsel for the Fund, in a form
satisfactory to Bank, with respect to the validity of the Shares, the obtaining
of all necessary governmental consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of 1933,
as amended, and any other applicable law or regulation (i.e., if subject
to registration, that they have been registered and that the Registration
Statement has become effective, or, if exempt, the specific grounds therefore).


2.0.   In the case of any negative stock split, recapitalization or other
capital adjustment requiring a change in the form of Share certificates, Bank
will issue Share certificates in the new form in exchange for, or upon transfer
of, outstanding Share certificates in the old form, upon receiving:


1.0.0..    A Certificate
authorizing the issuance of Share certificates in the new form;


1.0.0..    A certified copy of any
amendment to the Charter with respect to the change;


1.0.0..            Specimen Share certificates for each class
of Shares in the new form approved by the Board of Directors of the Fund, with
a Certificate signed by the Secretary of the Fund as to such approval;


1.0.0..            A certified copy of the order or consent of
each governmental or regulatory authority required by law as a prerequisite to
the issuance of the Shares in the new form, and an opinion of counsel for the
Fund that the order or consent of no other governmental or regulatory authority
is required; and


1.0.0..            An opinion of counsel for the Fund, in a
form satisfactory to Bank, with respect to the validity of the Shares in the
new form, the obtaining of all necessary governmental consents, whether such
Shares are fully paid and non-assessable and the status of such Shares under
the Securities Act of 1933, as amended, and any other applicable law or
regulation (i.e., if subject to registration, that the Shares have been



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registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefore).


1.0.  The
Fund shall furnish Bank with a sufficient supply of blank Share certificates in
the new form, and from time to time will replenish such supply upon the request
of Bank.  Such blank Share certificates shall
be properly signed, by facsimile or otherwise, by Officers of the Fund
authorized by law or by the By-Laws to sign Share certificates and, if
required, shall bear the corporate seal or a facsimile thereof.


SECTION 9. DIVIDENDS
AND DISTRIBUTIONS.


1.1   If the Fund
is a corporation or a limited liability company, it shall furnish to Bank a
copy of a resolution of its Board of Directors, certified by the Secretary or
any Assistant Secretary, either (i) setting forth the date of the declaration
of a dividend or distribution, the date of accrual or payment, as the case may
be, the record date as of which shareholders entitled to payment, or accrual,
as the case may be, shall be determined, the amount per Share of such dividend
or distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to Bank on such
payment date, or (ii) authorizing the declaration of dividends and
distributions on a periodic basis and authorizing Bank to rely on a Certificate
setting forth the information described in subsection (i) of this sub-paragraph;
If the Fund is not a corporation or a limited liability company, it shall
furnish to Bank a Certificate containing the information described above in
preceding subparagraph.


1.2.  Prior
to the payment date specified in such Certificate or resolution, as the case
may be, the Fund shall, in the case of a cash dividend or distribution, either
(a) pay to Bank an amount of cash sufficient for Bank to make the payment, or
(b) make such deposits, if any, as may be necessary in order for its accounts
from which payment will be to made contain sufficient cash for Bank to make the
payment, specified in such Certificate or resolution, to the shareholders of
record as of such payment date.  Bank
will, upon receipt of any such cash, (i) in the case of shareholders who are
participants in a dividend reinvestment and/or cash purchase plan of the Fund,
reinvest such cash dividends or distributions in accordance with the terms of such
plan, and (ii) in the case of shareholders who are not participants in any such
plan, make payment of such cash dividends or distributions to the shareholders
of record as of the record date by mailing a check, payable to the registered
shareholder, to the address of record or dividend mailing address.  Bank shall not be liable for any improper
payment made in accordance with a Certificate or resolution described in the
preceding paragraph.  If Bank shall not
receive, or the account shall not contain, as the case may be, sufficient cash
prior to the payment date to make payments of any cash dividend or distribution
pursuant to subsections (i) and (ii) above to all shareholders of the Fund as
of the record date, Bank shall, upon notifying the Fund, withhold payment to
all shareholders of the Fund as of the record date until sufficient cash is
provided to Bank.


1.3   It is
understood that Bank shall in no way be responsible for the determination of
the rate or form of dividends or distributions due to the shareholders.


1.4   It is
understood that Bank shall file such appropriate information returns concerning
the payment of dividends and distributions with the proper federal, state and
local authorities as are required by law to be filed by the Fund but shall in
no way be responsible for the collection or withholding of taxes due on such
dividends or distributions due to shareholders, except and only to the extent
required of it by applicable law.


SECTION
10.         USE OF BANK’S NAME.


Customer
shall obtain the prior written consent of Bank to any reference to Bank or to
services to be furnished by Bank in any communication or document; provided
that Bank shall have no responsibility or liability for the content of any such
communication or document.


SECTION
11.         Amendment of Agreement.


Subject
to Section 4, this Agreement may not be modified or amended without the prior written
consent of Customer and Bank.



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SECTION
12.         Assignment.


Except for the assignment
by Bank (i) to a successor corporation upon the merger or consolidation of
Bank, (ii) to an affiliate of Bank, or (iii) upon the sale of all or
substantially all of Bank’s business of providing services similar to the
Services, this Agreement shall not be assigned by either party hereto without
the prior written consent of the other party hereto.


SECTION
13.         Survival.


The provisions of
Sections 4, 5, 14 and 15, shall survive termination of this Agreement.


SECTION
14.         Governing Law; Jurisdiction.


This Agreement shall be
interpreted and construed in accordance with the internal substantive laws (and
not the choice of law rules) of the State of New York.  All actions and proceedings relating to or
arising from, directly or indirectly, this Agreement may be litigated only in
courts located within the State of New York. 
Customer hereby submits to the personal jurisdiction of such courts;
hereby waives any objection that any such action is brought in an inconvenient
forum or an improper venue, and waives personal service of process upon it and
consents that any such service of process may be made by certified or
registered mail, return receipt requested, directed to Customer at its address
last specified for notices hereunder, and service so made shall be deemed
completed five (5) days after the same shall have been so mailed; and hereby
waives the right to a trial by jury in any action or proceeding with Bank.  All actions and proceedings brought by
Customer against Bank relating to or arising from, directly or indirectly, this
Agreement shall be litigated only in courts located within the State of New
York.


SECTION 15.         CONCERNING THE CUSTOMER.


Customer hereby represents and warrants with respect
to itself and each Fund listed in Schedule A from time to time, and each Fund
listed on Schedule A from time to time hereby represents an warrants, but only
with respect to itself, which representation and warranties of Client and of
each Fund shall be deemed repeated on each day on which Bank performs services
hereunder:


a)              It is duly organized
and validly existing under the laws of Delaware and each Fund is duly organized
and validly existing under the laws of its state of organization, and is duly
registered or exempt from registration under the Investment Company Act of
1940, as amended.


b)             This
Agreement has been duly authorized, executed and delivered on its behalf and
constitutes the legal, valid and binding obligation of Customer and each
Fund.  The execution, delivery and
performance of this Agreement by Customer and each Fund does not and will not
violate any applicable law or regulation and do not require the consent of any
governmental or other regulatory body except for such consents and approvals as
have been obtained and are in full force and effect applicable to Customer and
each Fund.


c)              If Customer is
acting on behalf of any Fund(s), Customer is fully authorized and empowered by
each Fund to engage in the transactions contemplated by this Agreement and to
execute this Agreement on behalf of each Fund.


d)             That all data,
including without limitation, data about Investors or any Fund, delivered to
Bank is substantially accurate and complete.


SECTION 16.         CONCERNING THE BANK


16.1  Bank may
establish such additional procedures, rules and regulations governing the
transfer or registration of Shares as it may deem advisable and consistent with
such rules and regulations generally



 10















adopted
by bank transfer agents.


16.2  Bank may
keep such records as it deems advisable but not inconsistent with resolutions
adopted by the Fund.  Bank may deliver to
the Fund from time to time at its discretion, for safekeeping or disposition by
the Fund in accordance with law, such records, papers, Share certificates which
have been cancelled in transfer or exchange and other documents accumulated in
the execution of its duties hereunder as Bank may deem expedient, other than
those which Bank is itself required to maintain pursuant to applicable laws and
regulations, and the Fund shall assume all responsibility for any failure
thereafter to produce any record, paper, cancelled Share certificate or other
document so returned, if and when required. 
The records maintained by Bank pursuant to this paragraph which have not
been previously delivered to the Fund pursuant to the foregoing provisions of
this paragraph shall be considered to be the property of the Fund, shall be
made available upon request for inspection by the Officers, employees and
auditors of the Fund, and shall be delivered to the Fund upon request and in
any event upon the date of termination of the Agreement in the form and manner
kept by Bank on such date of termination or such earlier date as may be
requested by the Fund.


16.3  When mail
is used for delivery of non-negotiable Share certificates, the value of
which does not exceed the limits of Bank’s Blanket Bond, Bank shall send such
non-negotiable Share certificates by first class mail, and such
deliveries will be covered while in transit by Bank’s Blanket Bond.  Non-negotiable Share certificates, the
value of which exceed the limits of Bank’s Blanket Bond, will be sent by
insured registered mail.  Negotiable
Share certificates will be sent by insured registered mail.  Bank shall advise the Fund of any Share
certificates returned as undeliverable after being mailed as herein provided
for.


16.4  Bank may
issue new Share certificates in place of Share certificates represented to have
been lost, stolen or destroyed upon receiving instructions in writing from an
Officer and indemnity satisfactory to Bank. 
Such instructions from the Fund shall be in such form as approved by the
Board of Directors of the Fund in accordance with applicable law or the By-Laws
of the Fund governing such matters.  If
Bank receives written notification from the owner of the lost, stolen or
destroyed Share certificate within a reasonable time after he has notice of it,
Bank shall promptly notify the Fund and shall act pursuant to written
instructions signed by an Officer.  If
the Fund receives such written notification from the owner of the lost, stolen
or destroyed Share certificate within a reasonable time after he has notice of
it, the Fund shall promptly notify Bank and Bank shall act pursuant to written
instructions signed by an Officer.  Bank
shall not be liable for any act done or omitted by it pursuant to the written
instructions described herein.  Bank may
issue new Share certificates in exchange for, and upon surrender of, mutilated
Share certificates.


16.5  Bank will
issue and mail subscription warrants for Shares, Shares representing stock
dividends, exchanges or splits, or act as conversion agent upon receiving
written instructions from an Officer and such other documents as Bank may deem
necessary.


16.6  Bank will
supply shareholder lists to the Fund from time to time upon receiving a request
therefore from an Officer of the Fund.


16.7  In case of
any requests or demands for the inspection of the shareholder records of the
Fund, Bank will notify the Fund and endeavor to secure instructions from an
Officer as to such inspection.  Bank
reserves the right, however, to exhibit the shareholder records to any person
whenever it is advised by its counsel that there is a reasonable likelihood
that Bank will be held liable for the failure to exhibit the shareholder
records to such person.


16.8  At the
request of an Officer, Bank will address and mail such appropriate notices to
shareholders as the Fund may direct.


16.9  Notwithstanding
any provisions of this Agreement to the contrary, Bank shall be under no duty
or obligation to inquire into, and shall not be liable for:



 11
 









a)              The legality of the
issue, sale or transfer of any Shares, the sufficiency of the amount to be received
in connection therewith, or the authority of the Fund to request such issuance,
sale or transfer;


b)             The legality of the
purchase of any Shares, the sufficiency of the amount to be paid in connection
therewith, or the authority of the Fund to request such purchase;


c)              The legality of the
declaration of any dividend by the Fund, or the legality of the issue of any
Shares in payment of any stock dividend; or


d)             The legality of any
recapitalization or readjustment of the Shares.


16.0 Specifically, but not by way
of limitation, the Fund shall indemnify and hold harmless Bank from and against
any and all claims (whether with or without basis in fact or law), costs,
demands, expenses and liabilities, including reasonable attorney’s fees, of any
and every nature which Bank may sustain or incur or which may be asserted
against Bank in connection with the genuineness of a Share certificate, Bank’s
due authorization by the Fund to issue Shares and the form and amount of
authorized Shares.


SECTION
17.         Proprietary Information.


Customer agrees that all
computer programs, software, forms, plans and procedures developed by Bank to
perform the services required under this Agreement as well as the terms and
conditions of this Agreement are trade secrets or other property of Bank.  In addition, Bank reserves the right to
include Customer’s name on a Customer list.


section
18.         Severability.


If any court or tribunal
of competent jurisdiction determines that any provision of this Agreement is
illegal, invalid or unenforceable, the remaining provisions of this Agreement
shall remain in full force and effect.


section
19.         Headings.


The section and paragraph
headings contained herein are for convenience and reference only and are not
intended to define or limit the scope of any provision of this Agreement.


SECTION
20.         COUNTERPARTS


This Agreement may be
signed in multiple counterparts, in which event such counterparts when taken
together shall constitute an entire agreement.



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IN WITNESS
WHEREOF, each of Customer and Bank has caused this Agreement to be signed by
their duly authorized officers as of the day first above written.




	
  Witness

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
  By:

  	
  Kyle C. Kerbawy

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  Witness

  	
   

  	
  R. J. O’BRIEN,

  
	
  for
  itself, and for each of the Funds listed on Exhibit A

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  






 


 



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