EXHIBIT (g)
CUSTODY AGREEMENT
THIS AGREEMENT, dated as of June 6, 2001, by and between Firstar Mutual
Fund Services, LLC, a limited liability company organized under the laws of the
State of Wisconsin ("the "Custodian"), and the Alpine Series Trust (the
"Trust"), a business trust organized under the laws of the State of Delaware, on
behalf of itself and each of the series of the Trust listed on Exhibit C (as
such Exhibit may be amended from time to time)(each such series, a "Fund").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Trust is authorized to create separate series, each with
its own separate investment portfolio; and
WHEREAS, the Trust desires that the Securities and cash of each Fund be
held and administered by the Custodian pursuant to this Agreement; and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(1) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1.1 "Authorized Person" means any Officer or other person duly
authorized by resolution of the Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust and
named in Exhibit A hereto or in such resolutions of the Board of
Trustees, certified by an Officer, as may be received by the
Custodian from time to time.
1.2 "Board of Trustees" shall mean the Trustees from time to time
serving under the Trust's Declaration of Trust, as from time to
time amended.
1.3 "Book-Entry System" shall mean a federal book-entry system as
provided in Subpart O of Treasury Circular Xx. 000, 00 XXX 306,
in Subpart B of 31 CFR Part 350, or in such book-entry
regulations of federal agencies as are substantially in the form
of such Subpart O.
1.4 "Business Day" shall mean any day recognized as a settlement day
by The New York Stock Exchange, Inc. and any other day for which
the Trust computes the net asset value of Shares of each Fund.
1.5 "Trust Custody Account" shall mean any of the accounts in the
name of the Trust, which is provided for in Section 3.2 below.
1.6 "NASD" shall mean The National Association of Securities Dealers,
Inc.
1.7 "Officer" shall mean the Chairman, President, any Vice President,
any Assistant Vice President, the Secretary, any Assistant
Secretary, the Treasurer, or any Assistant Treasurer of the
Trust.
1.8 "Oral Instructions" shall mean instructions orally transmitted to
and accepted by the Custodian because such instructions are: (i)
reasonably believed by the Custodian to have been given by an
Authorized Person; (ii) recorded and kept among the records of
the Custodian made in the ordinary course of business; and (iii)
orally confirmed by the Custodian. The Trust shall cause all Oral
Instructions to be confirmed by Written Instructions prior to the
end of the next Business Day. If such Written Instructions
confirming Oral Instructions are not received by the Custodian
prior to a transaction, it shall in no way affect the validity of
the transaction or the authorization thereof by the Trust. If
Oral Instructions vary from the Written Instructions which
purport to confirm them, the Custodian shall notify the Trust of
such variance but such Oral Instructions will govern unless the
Custodian has not yet acted.
1.9 "Proper Instructions" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both parties.
1.10 "Securities Depository" shall mean The Depository Trust Company
and (provided that Custodian shall have received a copy of a
resolution of the Board of Trustees, certified by an Officer,
specifically approving the use of such clearing agency as a
depository for the Trust) any other clearing agency registered
with the Securities and Exchange Commission under Section 17A of
the Securities and Exchange Act of 1934 as amended (the "1934
Act"), which acts as a system for the central handling of
Securities where all Securities of any particular class or series
of an issuer deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping entry without
physical delivery of the Securities.
1.11 "Securities" shall include, without limitation, common and
preferred stocks, bonds, call options, put options, debentures,
notes, bank certificates of deposit, bankers' acceptances,
mortgage-backed securities or other obligations, and any
certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe
for the same, or evidencing or representing any other rights or
interests therein, or any similar property or assets that the
Custodian has the facilities to clear and to service.
1.12 "Shares" shall mean, with respect to a Fund, the units of
beneficial interest issued by the Trust on account of the Fund.
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1.13 "Sub-Custodian" shall mean and include (i) any branch of a "U.S.
Bank," as that term is defined in Rule 17f-5 under the 1940 Act,
(ii) any "Eligible Foreign Custodian," as that term is defined in
Rule 17f-5 under the 1940 Act, having a contract with the
Custodian which the Custodian has determined will provide
reasonable care of assets of the Trust and each of the Funds
based on the standards specified in Section 3.3 below and as
designated on Exhibit [ ]. Such contract shall include provisions
that provide: (i) for indemnification or insurance arrangements
(or any combination of the foregoing) such that the Trust and
each of the Funds will be adequately protected against the risk
of loss of assets held in accordance with such contract; (ii)
that the Trust's and each Fund's assets will not be subject to
any right, charge, security interest, lien or claim of any kind
in favor of the Sub-Custodian or its creditors except a claim of
payment for their safe custody or administration, in the case of
cash deposits, liens or rights in favor of creditors of the
Sub-Custodian arising under bankruptcy, insolvency, or similar
laws; (iii) that beneficial ownership for the Trust's and the
Funds' assets will be freely transferable without the payment of
money or value other than for safe custody or administration;
(iv) that adequate records will be maintained identifying the
assets as belonging to the Funds or as being held by a third
party for the benefit of the Funds; (v) that the Trust's
independent public accountants will be given access to those
records or confirmation of the contents of those records; and
(vi) that the Trust will receive periodic reports with respect to
the safekeeping of the Funds' assets, including, but not limited
to, notification of any transfer to or from a Fund's account or a
third party account containing assets held for the benefit of a
Fund. Such contract may contain, in lieu of any or all of the
provisions specified above, such other provisions that the
Custodian determines will provide, in their entirety, the same or
a greater level of care and protection for the Funds' assets as
the specified provisions, in their entirety.
1.14 "Written Instructions" shall mean (i) written communications
actually received by the Custodian and signed by an Authorized
Person, or (ii) communications by telex or any other such system
from one or more persons reasonably believed by the Custodian to
be Authorized Persons, or (iii) communications between
electro-mechanical or electronic devices provided that the use of
such devices and the procedures for the use thereof shall have
been approved by resolutions of the Board of Trustees, a copy of
which, certified by an Officer, shall have been delivered to the
Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Trust hereby constitutes and appoints the
Custodian as custodian of all Securities and cash owned by or in
the possession of each of the Funds at any time during the period
of this Agreement.
2.2 Acceptance. The Custodian hereby accepts appointment as custodian
and agrees to perform the duties thereof as hereinafter set
forth.
2.3 Documents to be Furnished. The following documents, including any
amendments thereto, will be provided contemporaneously with the
execution of the Agreement to the Custodian by the Trust:
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(a) A copy of the Declaration of Trust certified by the
Secretary;
(b) A copy of the Bylaws of the Trust certified by the
Secretary;
(c) A copy of the resolution of the Board of Trustees of the
Trust appointing the Custodian, certified by the
Secretary;
(d) A copy of the then current Prospectus of the Fund; and
(e) A certification of the Chairman and Secretary of the Trust
setting forth the names and signatures of the current
Officers of the Trust and other Authorized Persons.
2.4 Notice of Appointment of Dividend and Transfer Agent. The Trust
agrees to notify the Custodian in writing of the appointment,
termination or change in appointment of any Dividend and Transfer
Agent of the Trust.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by the
Custodian for the accounts of each of the Funds (other than
Securities maintained in a Securities Depository or Book-Entry
System) shall be physically segregated from other Securities and
non-cash property in the possession of the Custodian (including
the Securities and non-cash property of the Funds and other
series of the Trust) and shall be identified as subject to this
Agreement. The Custodian shall have no power to assign,
hypothecate, pledge or otherwise dispose of any such Securities
and property, except pursuant to the directive of the Trust and
only for the account the Trust or any of the Funds in accordance
with this Agreement.
3.2 Fund Custody Accounts. As to each Fund, the Custodian shall open
and maintain in its trust department a custody account in the
name of the Trust coupled with the name of the Fund, subject only
to draft or order of the Custodian, in which the Custodian shall
enter and carry all Securities, cash and other assets of such
Fund which are delivered to it.
3.3 Appointment of Agents. In its discretion, the Custodian may:
(a) Appoint one or more Sub-Custodians to act as Securities
Depositories or as sub-custodians to hold Securities and
cash of a Fund and to carry out such other provisions of
this Agreement as it may determine, provided, however,
that the appointment of any such agents and maintenance of
any Securities and cash of a Fund shall be at the
Custodian's expense and provided that, if the Custodian
utilizes the services of a Sub-Custodian, the Custodian
shall remain fully liable and responsible for any losses
caused to the Trust and any Fund by the Sub-Custodian as
if the Custodian was directly responsible for any such
losses under the terms of this Agreement.
(b) If, after the initial approval of Sub-Custodians by the
Board of Trustees in connection with this Agreement, the
Custodian wishes to appoint other Sub-Custodians to hold
property of any Fund, it will so notify the Trust and
provide it with information reasonably necessary to
determine any such new Sub-Custodian's eligibility under
Rule 17f-5 under the 1940 Act, including a
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copy of the proposed agreement with such Sub-Custodian.
The Trust shall at the meeting of the Board of Trustees
next following receipt of such notice and information give
a written approval or disapproval of the proposed action.
(c) The Agreement between the Custodian and each Sub-Custodian
acting hereunder shall contain the required provisions set
forth in Rule 17f-5(c)(2).
(d) At the end of each calendar quarter, the Custodian shall
provide written reports notifying the Board of Trustees of
the placement of the Securities and cash of each of the
Funds with a particular Sub-Custodian and of any material
changes with respect to such arrangements. The Custodian
shall promptly take such steps as may be required to
withdraw assets of any Fund from any Sub-Custodian that
has ceased to meet the requirements of Rule 17f-5 under
the 1940 Act.
(e) With respect to its responsibilities under this Section
3.3, the Custodian hereby warrants to the Trust that it
agrees to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping
of property of the Funds. The Custodian further warrants
that the Funds' assets will be subject to reasonable care,
based on the standards applicable to custodians in the
relevant market, if maintained with each Sub-Custodian,
after considering all factors relevant to the safekeeping
of such assets, including, without limitation: (i) the
Sub-Custodian's practices, procedures, and internal
controls, for certificated securities (if applicable), the
method of keeping custodial records, and the security and
data protection practices; (ii) whether the Sub-Custodian
has the requisite financial strength to provide reasonable
care for Fund assets; (iii) the Sub-Custodian's general
reputation and standing and, in the case of a Securities
Depository, the Securities Depository's operating history
and number of participants; and (iv) whether the Fund will
have jurisdiction over and be able to enforce judgments
against the Sub-Custodian, such as by virtue of the
existence of any offices of the Sub-Custodian in the
United States or the Sub-Custodian's consent to service of
process in the United States.
(f) The Custodian shall establish a system to monitor the
appropriateness of maintaining a Fund's assets with a
particular Sub-Custodian and the contract governing such
Fund's arrangements with such Sub-Custodian. The Trust may
instruct the Custodian to cease employment of any one or
more Sub-Custodians for maintaining the Funds' assets.
3.4 Delivery of Assets to Custodian. The Trust shall deliver, or
cause to be delivered, to the Custodian all of the Funds'
Securities, cash and other assets, including (a) all payments of
income, payments of principal and capital distributions received
by each of the Funds with respect to such Securities, cash or
other assets owned by each of the Funds at any time during the
period of this Agreement, and (b) all cash received by each of
the Funds for the issuance, at any time during such period, of
Shares. The Custodian shall not be responsible for such
Securities, cash or other assets until actually received by it.
3.5 Securities Depositories and Book-Entry Systems. The Custodian may
deposit and/or
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maintain Securities of the Fund in a Securities Depository or in
a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Fund in any
Securities Depository or Book-Entry System, the Trust
shall deliver to the Custodian a resolution of the Board
of Trustees, certified by an Officer, authorizing and
instructing the Custodian on an on-going basis to deposit
in such Securities Depository or Book-Entry System all
Securities eligible for deposit therein and to make use of
such Securities Depository or Book-Entry System to the
extent possible and practical in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and
returns of collateral consisting of Securities.
(b) Securities of the Funds kept in a Book-Entry System or
Securities Depository shall be kept in an account
("Depository Account") of the Custodian in such Book-Entry
System or Securities Depository which includes only assets
held by the Custodian as a fiduciary, custodian or
otherwise for customers.
(c) The records of the Custodian with respect to Securities of
any of the Funds maintained in a Book-Entry System or
Securities Depository shall, by book-entry, identify such
Securities as belonging to the applicable Fund.
(d) If Securities purchased by a Fund are to be held in a
Book-Entry System or Securities Depository, the Custodian
shall pay for such Securities upon (i) receipt of advice
from the Book-Entry System or Securities Depository that
such Securities have been transferred to the Depository
Account, and (ii) the making of an entry on the records of
the Custodian to reflect such payment and transfer for the
account of such Fund. If Securities sold by a Fund are
held in a Book-Entry System or Securities Depository, the
Custodian shall transfer such Securities upon (i) receipt
of advice from the Book-Entry System or Securities
Depository that payment for such Securities has been
transferred to the Depository Account, and (ii) the making
of an entry on the records of the Custodian to reflect
such transfer and payment for the account of such Fund.
(e) The Custodian shall provide the Trust with copies of any
report (obtained by the Custodian from a Book-Entry System
or Securities Depository in which Securities of the Fund
are kept) on the internal accounting controls and
procedures for safeguarding Securities deposited in such
Book-Entry System or Securities Depository.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to any of the Funds resulting
(i) from the use of a Book-Entry System or Securities
Depository by reason of any negligence or willful
misconduct on the part of the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above or
any of its or their employees, or (ii) from failure of the
Custodian or any such Sub-Custodian to enforce effectively
such rights as it may have against a Book-Entry System or
Securities Depository. At its election, the Trust shall be
subrogated to the rights of the Custodian with respect to
any claim against
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a Book-Entry System or Securities Depository or any other
person from any loss or damage to any of the Funds arising
from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Fund incurring
such loss or damage has not been made whole for any such
loss or damage.
3.6 Disbursement of Moneys from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall disburse moneys from a
Fund Custody Account but only in the following cases:
(a) For the purchase of Securities for a Fund but only in
accordance with Section 4.1 of this Agreement and only (i)
in the case of Securities (other than options on
Securities, futures contracts and options on futures
contracts), against the delivery to the Custodian (or any
Sub-Custodian appointed pursuant to Section 3.3 above) of
such Securities registered as provided in Section 3.9
below or in proper form for transfer, or if the purchase
of such Securities is effected through a Book-Entry System
or Securities Depository, in accordance with the
conditions set forth in Section 3.5 above; (ii) in the
case of options on Securities, against delivery to the
Custodian (or such Sub-Custodian) of such receipts as are
required by the customs prevailing among dealers in such
options; (iii) in the case of futures contracts and
options on futures contracts, against delivery to the
Custodian (or such Sub-Custodian) of evidence of title
thereto in favor of a Fund or any nominee referred to in
Section 3.9 below; and (iv) in the case of repurchase or
reverse repurchase agreements entered into between a Fund
and a bank which is a member of the Federal Reserve System
or between a Fund and a primary dealer in U.S. Government
securities, against delivery of the purchased Securities
either in certificate form or through an entry crediting
the Custodian's account at a Book-Entry System or
Securities Depository with such Securities;
(b) In connection with the conversion, exchange or surrender,
as set forth in Section 3.7(f) below, of Securities owned
by the Funds;
(c) For the payment of any dividends or capital gain
distributions declared by the Funds;
(d) In payment of the redemption price of Shares as provided
in Section 5.1 below;
(e) For the payment of any expense or liability incurred by
the Funds, including but not limited to the following
payments for the account of the Funds: interest; taxes;
administration, investment advisory, accounting, auditing,
transfer agent, custodian, trustee and legal fees; and
other operating expenses of the Funds; in all cases,
whether or not such expenses are to be in whole or in part
capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Trust, the Custodian and a
broker-dealer registered under the 1934 Act and a member
of the NASD, relating to compliance with rules of The
Options Clearing Corporation and of any registered
national securities exchange (or of
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any similar organization or organizations) regarding
escrow or other arrangements in connection with
transactions by the Funds;
(g) For transfer in accordance with the provision of any
agreement among the Trust, 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 Funds;
(h) For the funding of any uncertificated time deposit or
other interest-bearing account with any banking
institution (including the Custodian), which deposit or
account has a term of one year or less; and
(i) For any other proper purpose, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution
of the Board of Trustees, certified by an Officer,
specifying the amount and purpose of such payment,
declaring such purpose to be a proper corporate purpose,
and naming the person or persons to whom such payment is
to be made.
3.7 Delivery of Securities from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall release and deliver
Securities from a Fund's Custody Account but only in the
following cases:
(a) Upon the sale of Securities for the account of a Fund but
only against receipt of payment therefor in cash, by
certified or cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry System
or Securities Depository, in accordance with the
provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with tender
or other similar offers for Securities of a Fund; provided
that, in any such case, the cash or other consideration is
to be delivered to the Custodian;
(d) To the issuer thereof or its agent (i) for transfer into
the name of a Fund, the Custodian or any Sub-Custodian
appointed pursuant to Section 3.3 above, or of any nominee
or nominees of any of the foregoing, or (ii) for exchange
for a different number of 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;
(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or
readjustment of the issuer of such Securities, or pursuant
to provisions for conversion contained in such Securities,
or pursuant to any deposit agreement, including surrender
or receipt of underlying Securities in connection with the
issuance or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash, if
any, are to be delivered to the Custodian;
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(g) Upon receipt of payment therefor pursuant to any
repurchase or reverse repurchase agreement entered into by
a Fund;
(h) In the case of warrants, rights or similar Securities,
upon the exercise thereof, provided that, in any such
case, the new Securities and cash, if any, are to be
delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of
a Fund, but only against receipt of such collateral as the
Trust shall have specified to the Custodian in Proper
Instructions;
(j) For delivery as security in connection with any borrowings
by a Fund requiring a pledge of assets by the Fund, but
only against receipt by the Custodian of the amounts
borrowed;
(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization
of any of the Funds or the Trust;
(l) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian and a
broker-dealer registered under the 1934 Act and a member
of the 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 Funds;
(m) For delivery in accordance with the provisions of any
agreement among the Trust, 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 Funds; or
(n) For any other proper corporate purpose, but only upon
receipt, in addition to Proper Instructions, of a copy of
a resolution of the Board of Trustees, certified by an
Officer, 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.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Trust, the Custodian shall with respect to all
Securities held for the Funds:
(a) Subject to Section 7.4 below, collect on a timely basis
all income and other payments to which the Funds are
entitled either by law or pursuant to custom in the
securities business;
(b) Present for payment and, subject to Section 7.4 below,
collect on a timely basis the amount payable upon all
Securities which may mature or be called, redeemed, or
retired, or otherwise become payable;
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(c) Endorse for collection, in the name of each of the Funds,
checks, drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form
for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income tax
laws or the laws or regulations of any other taxing
authority now or hereafter in effect, and prepare and
submit reports to the Internal Revenue Service ("IRS") and
to the Trust at such time, in such manner and containing
such information as is prescribed by the IRS;
(f) Hold for each of the Funds, either directly or, with
respect to Securities held therein, through a Book-Entry
System or Securities Depository, all rights and similar
securities issued with respect to Securities of each of
the Funds; and
(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with Securities and
assets of the Funds.
3.9 Registration and Transfer of Securities. All Securities held for
the Funds that are issued or issuable only in bearer form shall
be held by the Custodian in that form, provided that any such
Securities shall be held in a Book-Entry System if eligible
therefor. All other Securities held for the Funds may be
registered in the name of the appropriate Fund, the Custodian, or
any Sub-Custodian appointed pursuant to Section 3.3 above, or in
the name of any nominee of any of them, or in the name of a
Book-Entry System, Securities Depository or any nominee of either
thereof. The Trust shall furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper
form for transfer, or to register in the name of any of the
nominees hereinabove referred to or in the name of a Book-Entry
System or Securities Depository, any Securities registered in the
name of the appropriate Fund.
3.10 Records.
(a) The Custodian shall maintain, for the Trust, complete and
accurate records with respect to Securities, cash or other
property held for the Funds, including: (i) journals or
other records of original entry containing an itemized
daily record in detail of all receipts and deliveries of
Securities and all receipts and disbursements of cash;
(ii) ledgers (or other records) reflecting (A) Securities
in transfer, (B) Securities in physical possession, (C)
monies and Securities borrowed and monies and Securities
loaned (together with a record of the collateral therefor
and substitutions of such collateral), (D) dividends and
interest received, and (E) dividends receivable and
interest receivable; and (iii) canceled checks and bank
records related thereto. The Custodian shall keep such
other books and records of the Funds as the Trust shall
reasonably request, or as may be required by the 1940 Act,
including, but not limited to, Section 31 of the 1940 Act
and Rule 31a-2 promulgated thereunder.
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(b) All such books and records maintained by the Custodian
shall (i) be maintained in a form acceptable to the Trust
and in compliance with rules and regulations of the
Securities and Exchange Commission, (ii) be the property
of the Trust and at all times during the regular business
hours of the Custodian be made available upon request for
inspection by duly authorized officers, employees or
agents of the Trust and employees or agents of the
Securities and Exchange Commission, and (iii) if required
to be maintained by Rule 31a-1 under the 1940 Act, be
preserved for the periods prescribed in Rule 31a-2 under
the 0000 Xxx.
3.11 Fund Reports by Custodian. The Custodian shall furnish the Trust
with a daily activity statement and a summary of all transfers to
or from each Fund Custody Account on the day following such
transfers. At least monthly and from time to time, the Custodian
shall furnish the Trust with a detailed statement of the
Securities and moneys held by the Custodian and the
Sub-Custodians for each of the Funds under this Agreement.
3.12 Other Reports by Custodian. The Custodian shall provide the Trust
with such reports, as the Trust may reasonably request from time
to time, on the internal accounting controls and procedures for
safeguarding Securities, which are employed by the Custodian or
any Sub-Custodian appointed pursuant to Section 3.3 above.
3.13 Proxies and Other Materials. The Custodian shall cause all
proxies relating to Securities which are not registered in the
name of a Fund, to be promptly executed by the registered holder
of such Securities, without indication of the manner in which
such proxies are to be voted, and shall promptly deliver to the
Trust such proxies, all proxy soliciting materials and all
notices relating to such Securities.
3.14 Information on Corporate Actions. The Custodian shall promptly
deliver to the Trust all information received by the Custodian
and pertaining to Securities being held by a Fund with respect to
optional tender or exchange offers, calls for redemption or
purchase, or expiration of rights as described in the Standards
of Service Guide attached as Exhibit B. If the Trust desires to
take action with respect to any tender offer, exchange offer or
other similar transaction, the Trust shall notify the Custodian
at least five Business Days prior to the date on which the
Custodian is to take such action. The Trust will provide or cause
to be provided to the Custodian all relevant information for any
Security which has unique put/option provisions at least five
Business Days prior to the beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 Purchase of Securities. Promptly upon each purchase of Securities
for the Fund, Written Instructions shall be delivered to the
Custodian, specifying (a) the name of the issuer or writer of
such Securities, and the title or other description thereof, (b)
the number of shares, principal amount (and accrued interest, if
any) or other units purchased, (c) the date of purchase and
settlement, (d) the purchase price per unit, (e) the total amount
payable upon such purchase, and (f) the name of the person to
whom such amount is payable. The Custodian shall upon receipt of
such Securities
11
purchased by a Fund pay out of the moneys held for the account of
such Fund the total amount specified in such Written Instructions
to the person named therein. The Custodian shall not be under any
obligation to pay out moneys to cover the cost of a purchase of
Securities for a Fund, if in the applicable Fund Custody Account
there is insufficient cash available to such Fund for which such
purchase was made.
4.2 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for the purchase
of Securities for a Fund is made by the Custodian in advance of
receipt of the Securities purchased but in the absence of
specified Written Instructions to so pay in advance, the
Custodian shall be liable to such Fund for such Securities to the
same extent as if the Securities had been received by the
Custodian.
4.3 Sale of Securities. Promptly upon each sale of Securities by a
Fund, Written Instructions shall be delivered to the Custodian,
specifying (a) the name of the issuer or writer of such
Securities, and the title or other description thereof, (b) the
number of shares, principal amount (and accrued interest, if
any), or other units sold, (c) the date of sale and settlement,
(d) the sale price per unit, (e) the total amount payable upon
such sale, and (f) the person to whom such Securities are to be
delivered. Upon receipt of the total amount payable to a Fund as
specified in such Written Instructions, the Custodian shall
deliver such Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and may
deliver Securities and arrange for payment in accordance with the
customs prevailing among dealers in Securities.
4.4 Delivery of Securities Sold. Notwithstanding Section 4.3 above or
any other provision of this Agreement, the Custodian, when
instructed to deliver Securities against payment, shall be
entitled, if in accordance with generally accepted market
practice, to deliver such Securities prior to actual receipt of
final payment therefor. In any such case, the Funds shall bear
the risk that final payment for such Securities may not be made
or that such Securities may be returned or otherwise held or
disposed of by or through the person to whom they were delivered,
and the Custodian shall have no liability for any for the
foregoing.
4.5 Payment for Securities Sold, etc. In its sole discretion and from
time to time, the Custodian may credit a Fund Custody Account,
prior to actual receipt of final payment thereof, with (i)
proceeds from the sale of Securities which it has been instructed
to deliver against payment, (ii) proceeds from the redemption of
Securities or other assets of a Fund, and (iii) income from cash,
Securities or other assets of a Fund. Any such credit shall be
conditional upon actual receipt by Custodian of final payment and
may be reversed if final payment is not actually received in
full. The Custodian may, in its sole discretion and from time to
time, permit a Fund to use funds so credited to its Fund Custody
Account in anticipation of actual receipt of final payment. Any
such funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final
payments in anticipation of which funds were credited to the
applicable Fund Custody Account.
4.6 Advances by Custodian for Settlement. The Custodian may, in its
sole discretion and from time to time, advance funds to the Trust
to facilitate the settlement of a Fund's
12
transactions in its Fund Custody Account. Any such advance shall
be repayable immediately upon demand made by the Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
5.1 Transfer of Funds. From such funds as may be available for the
purpose in the relevant Fund Custody Account, and upon receipt of
Proper Instructions specifying that the funds are required to
redeem Shares of a Fund, the Custodian shall wire each amount
specified in such Proper Instructions to or through such bank as
the Trust may designate with respect to such amount in such
Proper Instructions.
5.2 No Duty Regarding Paying Banks. The Custodian shall not be under
any obligation to effect payment or distribution by any bank
designated in Proper Instructions given pursuant to Section 5.1
above of any amount paid by the Custodian to such bank in
accordance with such Proper Instructions.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of each of the
Funds, into which account or accounts may be transferred cash and/or Securities,
including Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement among
the Trust, the Custodian and a broker-dealer registered
under the 1934 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 Trust 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
Funds,
(b) for purposes of segregating cash or Securities in
connection with securities options purchased or written by
the Funds or in connection with financial futures
contracts (or options thereon) purchased or sold by the
Funds,
(c) which constitute collateral for loans of Securities made
by the Funds,
(d) for purposes of compliance by the Funds with requirements
under the 1940 Act for the maintenance of segregated
accounts by registered investment companies in connection
with reverse repurchase agreements and when-issued,
delayed delivery and firm commitment transactions, and
(e) for other proper corporate purposes, but only upon receipt
of, in addition to Proper Instructions, a certified copy
of a resolution of the Board of Trustees, certified by an
Officer, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be
proper corporate purposes.
13
Each segregated account established under this Article VI shall be
established and maintained for each of the Funds. All Proper Instructions
relating to a segregated account shall specify the Fund.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this
Agreement, and shall be without liability to the Trust or any
Fund for any loss, damage, cost, expense (including attorneys"
fees and disbursements), liability or claim unless such loss,
damage, cost, expense, liability or claim arises from negligence,
bad faith or willful misconduct on its part or on the part of any
Sub-Custodian appointed pursuant to Section 3.3 above. The
Custodian shall be entitled to rely on and may act upon advice of
counsel on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. The
Custodian shall promptly notify the Trust of any action taken or
omitted by the Custodian pursuant to advice of counsel. The
Custodian shall not be under any obligation at any time to
ascertain whether the Trust or the Fund is in compliance with the
1940 Act, the regulations thereunder, the provisions of the
Trust's charter documents or by-laws, or its investment
objectives and policies as then in effect.
7.2 Actual Collection Required. The Custodian shall not be liable
for, or considered to be the custodian of, any cash belonging to
any of the Funds or any money represented by a check, draft or
other instrument for the payment of money, until the Custodian or
its agents actually receive such cash or collect on such
instrument.
7.3 No Responsibility for Title, etc. 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 or
delivered by it pursuant to this Agreement.
7.4 Limitation on Duty to Collect. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or
property due and payable with respect to Securities held for the
Funds if such Securities are in default or payment is not made
after due demand or presentation.
7.5 Reliance Upon Documents and Instructions. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument
in writing received by it and reasonably believed by it to be
genuine. The Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by it
pursuant to this Agreement.
7.6 Express Duties Only. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
7.7 Co-operation. The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by the
Trust to keep the books of accounts of each of the Funds and/or
compute the value of the assets of each of the Funds. The
Custodian shall take all such reasonable actions as the Trust may
from time to time request to enable the Trust to obtain, from
year to year, favorable opinions from the
14
Trust's independent accountants with respect to the Custodian's
activities hereunder in connection with (a) the preparation of
the Trust's reports on Form N-1A and Form N-SAR and any other
reports required by the Securities and Exchange Commission, and
(b) the fulfillment by the Trust of any other requirements of the
Securities and Exchange Commission.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification by Trust. The Trust shall indemnify and hold
harmless the Custodian and any Sub-Custodian appointed pursuant
to Section 3.3 above, and any nominee of the Custodian or of such
Sub-Custodian, from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability
(including, without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any state
or foreign securities and/or banking laws) or claim arising
directly or indirectly (a) from the fact that Securities are
registered in the name of any such nominee, or (b) from any
action or inaction by the Custodian or such Sub-Custodian (i) at
the request or direction of or in reliance on the advice of the
Trust, or (ii) upon Proper Instructions, or (c) generally, from
the performance of its obligations under this Agreement or any
sub-custody agreement with a Sub-Custodian appointed pursuant to
Section 3.3 above, provided that neither the Custodian nor any
such Sub-Custodian shall be indemnified and held harmless from
and against any such loss, damage, cost, expense, liability or
claim arising from the Custodian's or such Sub-Custodian's
negligence, bad faith or willful misconduct.
8.2 Indemnification by Custodian. The Custodian shall indemnify and
hold harmless the Trust from and against any loss, damage, cost,
expense (including attorneys' fees and disbursements), liability
(including without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any state
or foreign securities and/or banking laws) or claim arising from
the negligence, bad faith or willful misconduct of the Custodian
or any Sub-Custodian appointed pursuant to Section 3.3 above, or
any nominee of the Custodian or of such Sub-Custodian.
8.3 Indemnity to be Provided. If the Trust requests the Custodian to
take any action with respect to Securities, which may, in the
opinion of the Custodian, result in the Custodian or its nominee
becoming liable for the payment of money or incurring liability
of some other form, the Custodian shall not be required to take
such action until the Trust shall have provided indemnity
therefor to the Custodian in an amount and form satisfactory to
the Custodian.
8.4 Security. If the Custodian advances cash or Securities to a Funds
for any purpose, either at the Trust's request or as otherwise
contemplated in this Agreement, or in the event that the
Custodian or its nominee incurs, in connection with its
performance under this Agreement, any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability or claim
(except such as may arise from its or its nominee's negligence,
bad faith or willful misconduct), then, in any such event, any
property at any time held for the account of such Fund shall be
security therefor, and should that Fund fail promptly to repay or
indemnify the Custodian, the Custodian shall be entitled to
utilize available cash of such Fund and to dispose of other
assets of such
15
Fund to the extent necessary to obtain reimbursement or
indemnification.
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay (i) shall not discriminate against the Fund in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such failure or delay.
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 Effective Period. This Agreement shall become effective as of its
execution and shall continue in full force and effect until
terminated as hereinafter provided.
10.2 Termination. Either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of the giving of such notice. If a successor
custodian shall have been appointed by the Board of Trustees, the
Custodian shall, upon receipt of a notice of acceptance by the
successor custodian, on such specified date of termination (a)
deliver directly to the successor custodian all Securities (other
than Securities held in a Book-Entry System or Securities
Depository) and cash then owned by the Fund and held by the
Custodian as custodian, and (b) transfer any Securities held in a
Book-Entry System or Securities Depository to an account of or
for the benefit of the Fund at the successor custodian, provided
that the Trust shall have paid to the Custodian all fees,
expenses and other amounts to the payment or reimbursement of
which it shall then be entitled. Upon such delivery and transfer,
the Custodian shall be relieved of all obligations under this
Agreement. The Trust may at any time immediately terminate this
Agreement in the event of the appointment of a conservator or
receiver for the Custodian by regulatory authorities or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
10.3 Failure to Appoint Successor Custodian. If a successor custodian
is not designated by the Trust on or before the date of
termination specified pursuant to Section 10.1 above, then the
Custodian shall have the right to deliver to a bank or
corporation company of its own selection, which (a) is a "bank"
as defined in the 1940 Act and (b) has aggregate capital, surplus
and undivided profits as shown on its then most recent published
report of not less than $25 million, all Securities, cash and
other property held by Custodian under this Agreement and to
transfer to an account of or for the Fund at such bank or trust
company all Securities of the Fund held in a Book-
16
Entry System or Securities Depository. Upon such delivery and
transfer, such bank or trust company shall be the successor
custodian under this Agreement and the Custodian shall be
relieved of all obligations under this Agreement.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from time
to time by the Trust and the Custodian. The fees and other charges in effect on
the date hereof and applicable to the Fund are set forth in Exhibit C attached
hereto.
ARTICLE XII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the property of
the Trust as provided in the Trust's Declaration of Trust, as from time to time
amended. The execution and delivery of this Agreement have been authorized by
the Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the corporation property of the Trust as
provided in the above-mentioned Declaration of Trust.
ARTICLE XIII
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall be
sent or delivered to the recipient at the address set forth after its name
hereinbelow:
To the Trust:
Alpine Series Trust
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
To Custodian:
Firstar Bank, N.A.
000 Xxxxxx Xxxxxx, X.X. XX-XX-00XX
Xxxxxxxxxx, Xxxx 00000
Attention: Mutual Fund Custody Services
Telephone: (513) 632_____
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
17
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of [Ohio].
14.2 References to Custodian. The Trust shall not circulate any
printed matter which contains any reference to Custodian without
the prior written approval of Custodian, excepting printed matter
contained in the prospectus or statement of additional
information for the Funds and such other printed matter as merely
identifies Custodian as custodian for the Funds. The Trust shall
submit printed matter requiring approval to Custodian in draft
form, allowing sufficient time for review by Custodian and its
counsel prior to any deadline for printing.
14.3 No Waiver. No failure by either party hereto to exercise, and no
delay by such party in exercising, any right hereunder shall
operate as a waiver thereof. The exercise by either party hereto
of any right hereunder shall not preclude the exercise of any
other right, and the remedies provided herein are cumulative and
not exclusive of any remedies provided at law or in equity.
14.4 Amendments. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless evidenced
by an instrument in writing executed by the parties hereto.
14.5 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts,
each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.
14.6 Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the
remaining provisions shall not be affected or impaired thereby.
14.7 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that this
Agreement shall not be assignable by either party hereto without
the written consent of the other party hereto.
14.8 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or
construction of any provision of this Agreement.
18
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ALPINE SERIES TRUST FIRSTAR BANK, N.A.
By: By:
------------------------------ ------------------------------
Print: Print:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
Date: Date:
------------------------------ ------------------------------
Attest: Attest:
---------------------------- ----------------------------
19
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to administer the Fund Custody Accounts:
Authorized Persons Specimen Signatures
------------------ -------------------
President: Xxxxxx X. Xxxxxx
-------------------
Secretary: Xxxxxx X. Xxxxxxx
-------------------
Treasurer:
-------------------
Vice President:
-------------------
Adviser Employees: Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxxx
-------------------
Transfer Agent/Fund Accountant
Employees:
-------------------
-------------------
-------------------
-------------------
-------------------
20
EXHIBIT B
FIRSTAR BANK, N.A.
STANDARDS OF SERVICE GUIDE
Firstar Bank, N.A. is committed to providing superior quality service to
all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for Firstar Bank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, Firstar Bank will make every effort to complete all
processing on a timely basis.
Firstar Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bankers
Trust Company as its agent for ineligible and foreign securities.
For corporate reorganizations, Firstar Bank utilizes SEI's Reorg Source,
Financial Information, Inc., XCITEK, DTC Important Notices, and the Wall Street
Journal.
For bond calls and mandatory puts, Firstar Bank utilizes SEI's Bond
Source, Xxxxx Information Systems, Standard & Poor's Corporation, and DTC
Important Notices. Firstar Bank will not notify clients of optional put
opportunities.
Any securities delivered free to Firstar Bank or its agents must be
received three (3) business days prior to any payment or settlement in order for
the Firstar Bank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this Standards of Service Guide is
subject to change. Should any changes be made Firstar Bank will
provide you with an updated copy of its Standards of Service
Guide.
21
FIRSTAR BANK SECURITY SETTLEMENT STANDARDS
TRANSACTION TYPE INSTRUCTIONS DEADLINES* DELIVERY INSTRUCTIONS
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #________________
For Account #____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cinti/Trust
for Firstar Bank, N.A. ABA# 000000000
For Account #_____________
Fed Wireable FNMA & FHLMC 12:30 P.M. on Settlement Date Bk of NYC/Cust
ABA 000000000
A/C Firstar Bank # 117612
For Account #____________
Federal Reserve Book Entry (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of Cinti/Spec
Agreement Collateral Only) for Firstar Bank, N.A. ABA# 000000000
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) Firstar Bank / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on One Wall Street- 3rd Floor -- Window A
Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of Firstar Bank / Cust
#117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A..M. on Settlement Date minus 2 Cedel a/c 55021
FFC: a/c 387000
Firstar Bank / Global Omnibus
Cash Wire Transfer 3:00 P.M. Firstar Bank,X.X. Xxxxx/Trust ABA#
042000013
Credit Account #0000000
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
FIRSTAR BANK PAYMENT STANDARDS
SECURITY TYPE INCOME PRINCIPAL
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA"s (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment will
be made on the immediately following business day.
FIRSTAR BANK CORPORATE REORGANIZATION STANDARDS
DEADLINE FOR CLIENT INSTRUCTIONS TRANSACTION
TYPE OF ACTION NOTIFICATION TO CLIENT TO FIRSTAR BANK POSTING
Rights, Warrants, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
and Optional Mergers expiration or receipt of notice
Mandatory Puts with Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Option to Retain expiration or receipt of notice
Class Actions 10 business days prior to 5 business days prior to expiration Upon receipt
expiration date
Voluntary Tenders, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Exchanges, expiration or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities None Upon receipt
Liquidations, Bankruptcies, received
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to None Upon receipt
expiration or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above will
be sold.
EXHIBIT C
FIRSTAR BANK, N.A.
DOMESTIC CUSTODY FEE SCHEDULE
Separate Series of Alpine Series Trust
NAME OF SERIES DATE ADDED
Alpine Dynamic Balance Fund 06/06/01
--------------------------------------------------------------------------------
Firstar Bank, N.A., as Custodian, will receive monthly compensation for services
according to the terms of the following Schedule (Alpine's fees will remain in
place for a period of 3 years without any material changes, i.e., excluding a
anuual Midwest CPI increase):
Annual fee based upon market value
1.5 basis points on the first $100 million
1.0 basis points on the next $100 million
0.5 basis points on the balance
Minimum annual fee per fund - $3,000
Investment transactions (purchase, sale, exchange, tender, redemption, maturity,
receipt, delivery):
$ 5.00 per disbursement (waived if Firstar is Administrator)
$ 8.00 per book entry security (depository or Federal Reserve system)
$25.00 per definitive security (physical)
$25.00 per mutual fund trade
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$ 6.00 per short sale/liability transaction
$35.00 per option/futures contract
$15.00 per variation margin
$15.00 per Fed wire deposit or withdrawal
Variable Amount Demand Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge, which is 1/4
of 1%, is deducted from the variable amount note income at the time it is
credited to your account.
International Custody is quoted separately.
Plus out-of-pocket expenses, and extraordinary expenses based upon complexity.
Fees are billed monthly, based upon market value at the beginning of the month.
ALL PRICING VALID FOR 45 DAYS.
