AGREEMENT OF THE JOINT INSUREDS
THIS AGREEMENT dated March 24, 2010, is hereby entered into by and among Alpine Equity Trust, Alpine Global Dynamic Dividend Fund, Alpine Global Premier Properties Fund, Alpine Income Trust, Alpine Series Trust and Alpine Total Dynamic Dividend Fund (hereinafter referred to singularly as the “Trust” or collectively as the “Trusts”) (the Trusts are sometimes referred to individually herein as the “Insured Party” or collectively the “Insured Parties”).
WHEREAS, the Insured Parties are management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, Alpine Equity Trust, Alpine Income Trust and Alpine Series Trust are currently comprised of various series and the Board of Trustees of each such Trust may, from time to time, create additional series (each a “Fund” and collectively the “Funds”); and
WHEREAS, each Fund and the Funds may also be referred to individually herein as an Insured Party or collectively as Insured Parties; and
WHEREAS, Rule 17g-1 under the 1940 Act requires each Trust or Fund, as the case may be, to provide and maintain in effect a bond against larceny and embezzlement by its officers and employees; and
WHEREAS, Rule 17g-1 authorizes each Trust or Fund, as the case may be, by virtue of its affiliated status, to secure a joint insured bond naming each of them as insureds; and
WHEREAS, Rule 17g-1 also requires that each investment company named as an insured in a joint bond enter into an agreement with the other named insureds containing certain provisions regarding the respective shares to be received by said insureds in the event recovery is received under the joint insured bond as a result of a loss sustained by them; and
WHEREAS, the Boards of Trustees of each Trust, including a majority of the Trustees of such Trust who are not “interested persons” of the Trust as defined by Section 2(a)(19) of the 1940 Act, have given due consideration to all factors relevant to the form, amount and ratable allocation of premiums of such a joint insured bond and have determined that this joint insured bond is in the best interest of each Insured Party, including, their respective Funds in the case of Alpine Equity Trust, Alpine Income Trust and Alpine Series Trust, and their respective shareholders, and, accordingly, the majority of such Trustees have approved the amount, type, form and coverage of the joint insured bond and the portion of the premium payable by each such Insured Party hereunder; and
WHEREAS, the Trustees of each Trust have determined, with respect to each Insured Party, that the allocation of the proceeds payable under the joint insured bond as set forth herein, which takes into account the minimum amount of coverage required for each Trust or Fund, as the case may be, by Rule 17g-1, is equitable.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants contained herein, hereby agree as follows:
1. Joint Insured Bond. The Insured Parties shall maintain in effect a joint fidelity insurance bond (the “Bond”) from Chubb Group of Insurance Companies or another such reputable fidelity insurance company authorized to do business in the place where the Bond is issued, insuring each Insured Party against larceny and embezzlement and covering such of their respective officers and employees who may, singly or jointly with others, have access, directly or indirectly, to the particular Insured Party’s securities or other assets. The Bond shall name each Insured Party as an insured and shall comply with the requirements for such bonds established by Rule 17g-1.
2. Amount. The Bond shall be in a least the minimum amount required by Rule 17g-1(d) to be maintained by the Insured Parties, in accordance with the policies of the staff of the Securities and Exchange Commission.
3. Ratable Allocation of Premiums. The Insured Parties shall divide the initial premium and any additional premiums which may become due under the Bond among them based upon their relative net assets at the time of payment of the premium involved.
4. Ratable Allocation of Proceeds.
(a) If more than one of the Insured Parties sustains a single loss (including a loss sustained before the date hereof), for which recovery is received under the Bond, each such Insured Party shall receive that portion of the recovery that is sufficient in amount to indemnify that Insured Party in full for the loss sustained by it, unless the recovery is inadequate to fully indemnify all such Insured Parties sustaining a single loss.
(b) If the recovery is inadequate to fully indemnify all Insured Parties sustaining a single loss, the recovery shall be allocated among such Insured Parties as follows:
(i) Each of the Insured Parties, to the extent it sustains a loss, shall be allocated an amount equal to the lesser of its actual loss or the minimum amount of the fidelity bond that it would be required to maintain under a single insured bond (determined as of the time of the loss in accordance with the provisions of Rule 17g-1).
(ii) The remainder, if any, shall be allocated among the other Insured Parties based upon their relative net assets at the time of the loss (provided that, if such allocation would result in any Insured Party receiving a portion of the recovery in excess of the loss actually sustained by it, the aggregate of such excess among such other Insured Parties shall be reallocated among the remaining Insured Parties not fully indemnified as a result of the foregoing allocations, in proportion to the allocation percentages set forth in this sub-provision).
5. Claims and Settlements. Each Insured Party shall, within five (5) days after the making of any claim under the Bond, provide the other Insured Parties with written notice of the amount and nature of such claim. Each Insured Party shall, within five (5) days of the receipt thereof, provide the other Insured Parties with written notice of the terms of settlement of any claim made under the Bond by such Insured Party. In the event that two (2) or more Insured Parties shall agree to a settlement of a claim made under the Bond with respect to a single loss, notice of the settlement shall also include calculation of the amounts to be received under Paragraph 4 hereof. The officers of each Insured Party designated as responsible for filing notices required by paragraph (g) of Rule 17g-1 under the Act shall give and receive any notices required hereby with respect to such Insured Party.
6. Modifications and Amendments. Any Insured Party may increase the amount of the Bond. Such Insured Party must give written notice thereof to the other Insured Parties to this Agreement and to the Securities and Exchange Commission in accordance with Rule 17g-1. If, pursuant to Rule 17g-1, any Insured Party shall determine that the coverage provided pursuant to this Agreement should otherwise be modified, it shall so notify the other Insured Parties hereto and indicate the nature of the modification (including the treatment of any increase or return premium) which it believes to be appropriate. If within sixty (60) days of such notice any necessary amendments to this Agreement shall not have been made and the request for modification shall not have been withdrawn, this Agreement shall terminate (except with respect to losses occurring prior to such termination). Any Insured Party may withdraw from this Agreement at any time and cease to be an Insured Party hereto (except with respect to losses occurring prior to such withdrawal) by giving not less than sixty (60) days prior written notice to the other parties of such withdrawal. Upon withdrawal, a withdrawing Insured Party shall be entitled to receive such portion of any premium rebated by the fidelity company with respect to such withdrawal. Upon termination of the Bond, each Insured Party shall receive any premium rebated by the fidelity company with respect to such termination in proportion to the premium paid by such insured, less any premium previously refunded with respect to such insured.
7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York.
8. No Assignment. This Agreement is not assignable.
9. Notices. All notices and other communications hereunder shall be addressed to the appropriate Insured Party, at: c/o Alpine Xxxxx Capital Investors, LLC, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx, 00000, Attention Xxxx Xxxxxxx.
10. Counterparts. This Agreement may be executed in two (2) or more counterparts which together shall constitute a single agreement.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the day and year first above written.
ALPINE EQUITY TRUST
(on behalf of each of its Funds)
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
ALPINE GLOBAL DYNAMIC DIVIDEND FUND
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
ALPINE INCOME TRUST
(on behalf of each of its Funds)
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
ALPINE SERIES TRUST
(on behalf of each of its Funds)
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
ALPINE TOTAL DYNAMIC DIVIDEND FUND
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
