CUSTODIAN CONTRACT
Between
THE GABELLI BLUE CHIP VALUE FUND
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
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Page
1. Employment of Custodian and Property to be Held by It 1
2. Duties of the Custodian with Respect to Property
of the Fund Held By the Custodian 1
2.1 Holding Securities 1
2.2 Delivery of Securities 2
2.3 Registration of Securities 5
2.4 Bank Accounts 5
2.5 Payments for Shares 5
2.6 Availability of Federal Funds 6
2.7 Collection of Income 6
2.8 Payment of Fund Monies 6
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased 8
2.10 Payments for Repurchases or
Redemptions of Shares of
the Fund 8
2.11 Appointment of Agents 8
2.12 Deposit of Fund Assets in
Securities Systems 9
2.13 Fund Assets Held in the
Custodian's Direct
Paper System 10
2.14 Segregated Account 11
2.15 Ownership Certificates for Tax Purposes 12
2.16 Proxies 12
2.17 Communications Relating to
Fund Portfolio Securities 12
2.18 Proper Instructions 12
2.17 Actions Permitted without
Express Authority 13
2.20 Evidence of Authority 14
2. Duties of Custodian with Respect to the Books
of Account and Calculation of Net Asset
Value and Net Income 14
4. Records 14
5. Opinion of Fund's Independent Accountant 15
6. Reports to Fund by Independent Public
Accountants 15
7. Compensation of Custodian 15
8. Responsibility of Custodian 15
9. Effective Period, Termination and Amendment 16
10. Successor Custodian 17
11. Interpretive and Additional Provisions 18
12. Massachusetts Law to Apply 18
13. Prior Contracts 18
CUSTODIAN CONTRACT
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This Contract between The Gabelli Blue Chip Value Fund, a business trust
organized and existing under the laws of Delaware, having its principal place of
business at Xxx Xxxxxxxxx Xxxxxx, Xxx, XX 00000, hereinafter called the "Fund",
and State Street Bank and Trust Company, a Massachusetts business trust, having
its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000, hereinafter called the ("Custodian").
WITNESSETH, that in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of its assets
pursuant to the provisions of the Declaration of Trust. The Fund agrees to
deliver to the Custodian all securities and cash owned by it, and all payments
of income, payments of principal or capital distributions received by it with
respect to all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest ("Shares") of the Fund as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of the Fund held or received
by the Fund and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.17), the Custodian shall from time to time employ one or more subcustodians,
but only in accordance with an applicable vote by the Board of Trustees of the
Fund, and provided that the Custodian shall have no more or less responsibility
or liability to the Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND
HELD BY THE CUSTODIAN
2.1 HOLDING SECURITIES. The Custodian shall hold and
physically segregate for the account of the Fund all
non-cash property, including all securities owned by
the Fund, other than (a) securities which are
maintained pursuant to Section 2.12 in a clearing
agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department
of the Treasury, collectively referred to herein as a
Securities System' and (b) commercial paper of an
issuer for which State Street Bank and Trust Company
acts as issuing and paying agent ("Direct Paper)
which is deposited and/or maintained in the Direct
Paper System of the Custodian pursuant to Section
2.12A.
2.2 DELIVERY OF SECURITIES. The Custodian shall release
and deliver securities owned by the Fund held by the
Custodian or in a Securities System account of the
Custodian or in the Custodian's Direct Paper book
entry system account ("Direct Paper Account") only
upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by
the parties, and only in the following cases:
1) Upon sale of such securities for the account
of the Fund and receipt of payment therefor;
2) Upon the receipt of payment in connection
with any repurchase agreement related to
such securities entered into by the Fund;
3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.12 hereof;
4) To the depository agent in connection with
tender or other similar offers for portfolio
securities of the Fund;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in
any such case, the cash or other
consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Fund or into
the name of any nominee or nominees of the
Custodian or into the name or nominee name
of any agent appointed pursuant to Section
2.11 or into the name or nominee name of any
sub-custodian appointed pursuant to Article
l; or for exchange for a different number of
bonds, certificates or other evidence
representing the same aggregate face amount
or number of units; provided that, in any
such case, the new securities are to be
delivered to the Custodian;
7) Upon the sale of such securities for the
account of the Fund, to the broker or its
clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any such
case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such
securities except as may arise from the
Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the issuer
of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit
agreement; PROVIDED that, in any such case,
the new securities and cash, if any, are to
be delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim
receipts or temporary securities for
definitive securities; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Fund, BUT ONLY
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund, which may be in the
form of cash or obligations issued by the
United States government, its agencies or
instrumentalities, except that in connection
with any loans for which collateral is to be
credited to the Custodian's account in the
book-entry system authorized by the U.S.
Department of the Treasury, the Custodian
will not be held liable or responsible for
the delivery of securities owned by the Fund
prior to the receipt of such collateral;
11) For delivery as security in connection with
any borrowings by the Fund requiring a
pledge of assets by the Fund, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the
provisions of any agreement among the Fund,
the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The
National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing
Corporation and of any registered national
securities exchange, or of any similar
organization or organizations, regarding
escrow or other arrangements in connection
with transactions by the Fund;
13) For delivery in accordance with the
provisions of any agreement among the Fund,
the Custodian, and a Futures Commission
Merchant registered under the Commodity
Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any
similar organization or organizations,
regarding account deposits in connection with
transactions by the Fund;
14) Upon receipt of instructions from the
transfer agent ("Transfer Agent") for the
Fund, for delivery to such Transfer Agent or
to the holders of shares in
connection with distributions in kind, as
may be described from time to time in the
Fund's currently effective prospectus and
statement of additional information
("prospectus"), in satisfaction of requests
by holders of Shares for repurchase or
redemption; and
For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or
an Assistant Secretary, specifying the securities to
be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose
to be a proper corporate purpose, and naming the
person or persons to whom delivery of such securities
shall be made.
2.3 REGISTRATION OF SECURITIES. Securities held by the
Custodian (other than bearer securities) shall be
registered in the name of the Fund or in the name of
any nominee of the Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively
to the Fund, UNLESS the Fund has authorized in
writing the appointment of a nominee to be used in
common with other registered investment companies
having the same investment adviser as the Fund, or in
the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee
name of any sub-custodian appointed pursuant to
Article 1. All securities accepted by the Custodian
on behalf of the Fund under the terms of this
Contract shall be in "street name or other good
delivery form. If, however, the Fund directs the
Custodian to maintain securities in street name, the
Custodian shall utilize its best efforts only to
timely collect income due the Fund on such securities
and to notify the Fund on a best efforts basis only
of relevant corporate actions including, without
limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain
a separate bank account or accounts in the name of
the Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received
by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account
established and used in accordance with Rule 17f-3
under the Investment Company Act of 1940. Funds held
by the Custodian for the Fund may be deposited by it
to its credit as Custodian in the Banking Department
of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary
or desirable; PROVIDED, however, that every such bank
or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940
and that each such bank or trust company and the
funds to be deposited with each such bank or trust
company shall be approved by vote of a majority of
the Board of Trustees of the Fund. Such funds shall
be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian
only in that capacity.
2.5 PAYMENTS FOR SHARES. The Custodian shall receive from
the distributor for the Fund's Shares or from the
Transfer Agent of the Fund and deposit into the
Fund's account such payments as are received for
Shares of the Fund issued or sold from time to time
by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of
any receipt by it of payments for Shares of the Fund.
2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement
between the Fund and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions, make
federal funds available to the Fund as of specified
times agreed upon from time to time by the Fund and
the Custodian in the amount of checks received in
payment for Shares of the Fund which are deposited
into the Fund's account.
2.7 COLLECTION OF INCOME. Subject to the provisions of
Section 2.3, the Custodian shall collect on a timely
basis all income and other payments with respect to
registered securities held hereunder to which the
Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect
on a timely basis all income and other payments with
respect to bearer securities if, on the date of
payment by the issuer, such securities are held by
the Custodian or its agent thereof and shall credit
such income, as collected, to the Fund's custodian
account. Without limiting the generality of the
foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring
presentation as and when they become due and shall
collect interest when due on securities held
hereunder. Income due the Fund on securities loaned
pursuant to the provisions of Section 2.2 (10) shall
be the responsibility of the Fund. The Custodian will
have no duty or responsibility in connection
therewith, other than to provide the Fund with such
information or data as may be necessary to assist the
Fund in arranging for the timely delivery to the
Custodian of the income to which the Fund is properly
entitled.
2.8 PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions
when deemed appropriate by the parties, the Custodian
shall pay out monies of the Fund in the following
cases only:
1) Upon the purchase of securities, options,
futures contracts or options on futures
contracts for the account of the Fund but
only (a) against the delivery of such
securities or evidence of title to such
options, futures contracts or options on
futures contracts, to the Custodian (or any
bank, banking firm or trust company doing
business in the United States or abroad
which is qualified under the Investment
Company Act of 1940, as amended, to act as a
custodian and has been designated by the
Custodian as its agent for this purpose)
registered in the name of the Fund or in the
name of a nominee of the Custodian referred
to in Section 2.3 hereof or in proper form
for transfer; (b) in the case of a purchase
effected through a Securities System, in
accordance with the conditions set forth in
Section 2.12 hereof; (c) in the case of a
purchase involving the Direct Paper System,
in accordance with the conditions set forth
in Section 2.12A; (d) n the case of
repurchase agreements entered into between
the Fund and the Custodian, or another bank,
or a broker-dealer which is a member of
NASD, (i) against delivery of the securities
either in certificate form or through an
entry crediting the Custodian's account at
the Federal Reserve Bank with such
securities or (ii) against delivery of the
receipt evidencing purchase by the Fund of
securities owned by the Custodian along with
written evidence of the agreement by the
Custodian to repurchase such securities from
the Fund or (e) for transfer to a time
deposit account of the Fund in any bank,
whether domestic or foreign; such transfer
may be effected prior to receipt of a
confirmation from a broker and/or the
applicable bank pursuant to Proper
Instructions from the Fund as defined in
Section 2.17;
2) In connection with conversion, exchange or
surrender of securities owned by the Fund as
set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares
issued by the Fund as set forth in Section
2.10 hereof;
4) For the payment of any expense or liability
incurred by the Fund, including but not
limited to the following payments for the
account of the Fund: interest, taxes,
management, accounting, transfer agent and
legal fees, and operating expenses of the
Fund whether or not such expenses are to be
in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends declared
pursuant to the governing documents of the
Fund;
6) For payment of the amount of dividends
received in respect of securities sold
short;
7) For any other proper purpose, BUT ONLY upon
receipt of, in addition to Proper
Instructions, a certified copy of a
resolution of the Board of Trustees or of
the Executive Committee of the Fund signed
by an officer of the Fund and certified by
its Secretary or an Assistant Secretary,
specifying the amount of such payment,
setting forth the purpose for which such
payment is to be made, declaring such
purpose to be a proper purpose, and naming
the person or persons to whom such payment
is to be made.
2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED. Except as specifically stated
otherwise in this Contract, in any and every case
where payment for purchase of securities for the
account of the Fund is made by the Custodian in
advance of receipt of the securities purchased in the
absence of specific written instructions from the
Fund to so pay in advance, the Custodian shall be
bsolutely liable to the Fund for such securities to
the same extent as if the securities had been
received by the Custodian.
2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF
THE FUND. From such funds as may be available for the
purpose but subject to the limitations of the
Declaration of Trust and any applicable votes of the
Board of Trustees of the Fund pursuant thereto, the
Custodian shall, upon receipt of instructions from
the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase
of their Shares. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian is
authorized upon receipt of instructions from the
Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming
shareholders. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian shall
honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by the Fund
to the holder of Shares, when presented to the
Custodian in accordance with such procedures and
controls as are mutually agreed upon from time to
time between the Fund and the Custodian.
2.11 APPOINTMENT OF AGENTS. The Custodian may at any time
or times in its discretion appoint (and may at any
time remove) any other bank or trust company which is
itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent
to carry out such of the provisions of this Article 2
as the Custodian may from time to time direct;
provided, however, that the appointment of any agent
shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities
owned by the Fund in a clearing agency registered
with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934,
which acts as a securities depository, or in the
book-entry system authorized by the U.S. department
of the Treasury and certain federal agencies,
collectively referred to herein as "Securities
System" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules
and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep securities of the
Fund in a Securities System provided that
such securities are represented in an
account ("Account") of the Custodian in the
Securities System which shall not include
any assets of the Custodian other than
assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to
securities of the Fund which are maintained
in a Securities System shall identify by
book-entry those securities belonging to the
Fund;
3) The Custodian shall pay for securities
purchased for the account of the Fund upon
(i) receipt of advice from the Securities
System that such securities have been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such payment and
transfer for the account of the Fund. The
Custodian shall transfer securities sold for
the account of the Fund upon (i) receipt of
advice from the Securities System that
payment for such securities has been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such transfer and
payment for the account of the Fund. Copies
of all advices from the Securities System of
transfers of securities for the account of
the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and
be provided to the Fund at its request. Upon
request, the Custodian shall furnish the
Fund confirmation of each transfer to or
from the account of the Fund in the form of
a written advice or notice and shall furnish
to the Fund copies of daily transaction
sheets reflecting each day's transactions in
the Securities System for the account of the
Fund.
4) The Custodian shall provide the Fund with
any report obtained by the Custodian on the
Securities System's accounting system,
internal accounting control and procedures
for safeguarding securities deposited in the
Securities System;
5) The Custodian shall have received the
initial or annual certificate, as the case
may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be
liable to the Fund for any loss or damage to
the Fund resulting from use of the
Securities System by reason of any
negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of
its or their employees or from failure of
the Custodian or any such agent to enforce
effectively such rights as it may have
against the Securities System; at the
election of the Fund, it shall be entitled
to be subrogated to the rights of the
Custodian with respect to any claim against
the Securities System or any other person
which the Custodian may have as a
consequence of any such loss or damage if
and to the extent that the Fund has not been
made whole for any such loss or damage.
2.13 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER
SYSTEM. The Custodian may deposit and/or maintain
securities owned by the Fund in the Direct Paper
System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions;
2) The Custodian may keep securities of the
Fund in the Direct Paper System only if such
securities are represented in an account
("Account") of the Custodian in the Direct
Paper System which shall not include any
assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to
securities of the Fund which are maintained
in the Direct Paper System shall identify by
book-entry those securities belonging to the
Fund;
4) The Custodian shall pay for securities
purchased for the account of the Fund upon
the making of an entry on the records of the
Custodian to reflect such payment and
transfer of securities to the account of the
Fund. The Custodian shall transfer
securities sold for the account of the Fund
upon the making of an entry on the records
of the Custodian to reflect such transfer
and receipt of payment for the account of
the Fund;
5) The Custodian shall furnish the Fund
confirmation of each transfer to or from the
account of the Fund, in the form of a
written advice or notice, of Direct Paper on
the next business day following such
transfer and shall furnish to the Fund
copies of dally transaction sheets
reflecting each day's transaction in the
Securities System for the account of the
Fund;
6) The Custodian shall provide the Fund with
any report on its system of internal
accounting control as the Fund may
reasonably request from time to time;
2.14 SEGREGATED ACCOUNT. The Custodian shall upon receipt
of Proper Instructions establish and maintain a
segregated account or accounts for and on behalf of
the Fund, into which account or accounts may be
transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.12 hereof, (i) in accordance
with the provisions of any agreement among the Fund,
the Custodian and a broker-dealer registered under
the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with
the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the
Commodity Futures Trading Commission or any
registered contract market), or of any similar
organization or organizations, regarding escrow or
other arrangements in connection with transactions by
the Fund, (ii) for purposes of segregating cash or
government securities in connection with options
purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or
sold by the Fund, (iii) for the purpose of compliance
by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of
segregated accounts by registered investment
companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or
an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring
such purposes to be proper corporate purposes.
2.15 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The
Custodian shall execute ownership and other
certificates and affidavits for all federal and state
tax purposes in connection with
receipt of income or other payments with respect to
securities of the Fund held by it and in connection
with transfers of securities.
2.16 PROXIES. The Custodian shall, with respect to the
securities held hereunder, cause to be Promptly
executed by the registered holder of such securities,
if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all
proxies, without indication of the manner in which
such proxies are to be voted, and shall promptly
deliver to the Fund such proxies, all proxy
soliciting materials and all notices relating to such
securities.
2.17 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES.
Subject to the provisions of Section 2.3, the
Custodian shall transmit promptly to the Fund all
written information (including, without limitation,
pendency of calls and maturities of securities and
expirations of rights in connection therewith and
notices of exercise of call and put options written
by the Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the
Custodian from issuers of the securities being held
for the Fund. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the
Fund all written information received by the
Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the
Fund desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian at
least three business days prior to the date on which
the Custodian is to take such action.
2.18 PROPER INSTRUCTIONS. Proper Instructions as used
throughout this Article 2 means a writing signed or
initialed by one or more person or persons as the
Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the
specific transaction or type of transaction involved,
including a specific statement of the purpose for
which such action is requested. Oral instructions
will be considered Proper Instructions if the
Custodian reasonably believes them to have been given
by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall
cause all oral instructions to be confirmed in
writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the
authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures
approved by the Board of Trustees, Proper
Instructions may include communications effected
directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the
Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets. For
purposes of this Section, Proper Instructions shall
include instructions received by the Custodian
pursuant to any three-party agreement which requires
a segregated asset account in accordance with Section
2.13.
2.19 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The
Custodian may in its discretion, without express
authority from the Fund:
1) make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Contract, PROVIDED that all such
payments shall be accounted for to the Fund;
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
Fund, checks, drafts and other negotiable
instruments; and
4) in general, attend to all non-discretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of the Fund except as otherwise
directed by the Board of Trustees of the
Fund.
2.20 EVIDENCE OF AUTHORITY. The Custodian shall be
protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or
paper believed by it to be
genuine and to have been properly executed by or on
behalf of the Fund. The Custodian may receive and
accept a certified copy of a vote of the Board of
Trustees of the Fund as conclusive evidence (a) of
the authority of any person to act in accordance with
such vote or (b) of any determination or of any
action by the Board of Trustees pursuant to the
Declaration of Trust as described in such vote, and
such vote may be considered as in full force and
effect until receipt by the Custodian of written
notice to the contrary.
3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Trustees of the Fund to keep the
books of account of the Fund and/or compute the net asset value per share of the
outstanding shares of the Fund or, if directed in writing to do so by the Fund,
shall itself keep such books of account and/or compute such net asset value per
share. If so directed, the Custodian shall also calculate daily the net income
of the Fund as described in the Fund's currently effective prospectus and shall
advise the Fund and the Transfer Agent daily of the total amounts of such net
income and, if instructed in writing by an officer of the Fund to do so, shall
advise the Transfer Agent periodically of the division of such net income among
its various components. The calculations of the net asset value per share and
the daily income of the Fund shall be made at the time or times described from
time to time in the Fund's currently effective prospectus.
4. RECORDS
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents of
the Securities and Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by the Fund and
held by the Custodian and shall, when requested to do so by the Fund and for
such compensation as shall be agreed upon between the Fund and the custodian,
include certificate numbers in such tabulations.
5. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants With respect to its activities hereunder in connection
with the preparation of the Fund's Form N-lA, and Form N-SAR or other annual
reports to the Securities and Exchange Commission and with respect to any other
requirements of such Commission.
6. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports, shall be
of sufficient scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
7. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund and the Custodian.
8. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Notwithstanding the
foregoing, the responsibility of the Custodian with respect to redemptions
effected by check shall be in accordance with a separate Agreement entered into
between the Custodian and the Fund.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for any
purpose or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of Fund
assets to the extent necessary to obtain reimbursement.
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; PROVIDED,
however that the Custodian shall not act under Section .12 hereof in the absence
of receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Trustees of the Fund has approved the initial use of a
particular Securities System and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Trustees has reviewed the
use by the Fund of such Securities System, as required in each case by Rule
17f-4 under the Investment Company Act of 1940, as amended and that the
Custodian shall not act under Section 2.12A hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that the Board
of Trustees has approved the initial use of the Direct Paper System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary that
the Board of Trustees has reviewed the use by the Fund of the Direct Paper
System; PROVIDED FURTHER, however, that the Fund shall not amend or terminate
this Contract in contravention of any applicable federal or state regulations,
or any provision of the Declaration of Trust, and further provided, that the
Fund may at any time by action of its Board of Trustees (i) substitute another
bank or trust company for the Custodian by giving notice as described above to
the Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
10. SUCCESSOR CUSTODIAN
If a successor custodian shall be appointed by the Board of Trustees of
the Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Fund's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of Trustees
of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a bank as defined in the Investment Company Act of 1940, doing
business in Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities, funds and other properties held by
the Custodian and all instruments held by the Custodian relative thereto and all
other property held by it under this Contract and to transfer to an account of
such successor custodian all of the Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Contract.
12. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
13. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund and the Custodian relating to the custody of the
Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of August 20, 1999.
THE GABELLI BLUE CHIP VALUE FUND FUND SIGNATURE ATTESTED BY:
By: /S/ XXXXX X. XXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer Title: Deputy Gen. Counsel, Gabelli
Asset Management Inc.
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED BY:
By: /S/ XXXXXX X. XXXXX By: /S/ XXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx
Titl
e: Vice Chairman Title: Associate Counsel
