Amended and Restated CUSTODY AGREEMENT
Amended and
Restated
THIS AGREEMENT is made and entered into
as of this 1st
day of December, 2003, by and between
ALPINE EQUITY TRUST, a
Massachusetts business trust (the “Trust”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (the
“Custodian”).
WHEREAS, this agreement amends and
restates any and all previous Custody agreements between the Trust and U.S. Bank
National Association (formerly Firstar Bank, N.A.);
ARTICLE
I
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
1.1
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“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 Fund 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.
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1.2
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“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.
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1.3
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“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.
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1
1.4
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“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 the Fund.
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1.5
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“Fund Custody
Account” shall mean any of the accounts in the name of the Trust,
which is provided for in Section 3.2
below.
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1.6
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“NASD” shall
mean The National Association of Securities Dealers,
Inc.
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1.7
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“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.
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1.8
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“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 any two
Authorized Persons, (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 that 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.
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1.9
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“Proper
Instructions” shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both
parties.
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1.10
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“Securities
Depository” shall mean The Depository Trust Company and any other
clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities 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.
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1.11
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“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.
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2
1.12
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“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
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“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 Fund based on the standards
specified in Section 3.3 below. Such contract shall include
provisions that provide: (i) for indemnification or insurance arrangements
(or any combination of the foregoing) such that the Fund will be
adequately protected against the risk of loss of assets held in accordance
with such contract; (ii) that the 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 Fund’s 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 Fund or as being held by a third party for the benefit of the Fund;
(v) that the Fund’s independent public accountants will be given access to
those records or confirmation of the contents of those records; and (vi)
that the Fund will receive periodic reports with respect to the
safekeeping of the Fund’s 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 the
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 Fund assets as the specified provisions, in their
entirety.
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1.14
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“Written
Instructions” shall mean (i) written communications actually
received by the Custodian and signed by any two Authorized Persons, 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.
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ARTICLE
II
2.1
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Appointment. The
Trust hereby appoints the Custodian as custodian of all Securities and
cash owned by or in the possession of the Fund at any time during the
period of this Agreement, on the terms and conditions set forth in this
Agreement, and the Custodian hereby accepts such appointment and agrees to
perform the services and duties set forth in this
Agreement.
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3
2.2
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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)
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A
copy of the Declaration of Trust certified by the
Secretary;
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(b)
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A
copy of the Bylaws of the Trust certified by the
Secretary;
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(c)
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A
copy of the resolution of the Board of Trustees of the Trust appointing
the Custodian, certified by the
Secretary;
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(d)
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A
copy of the then current Prospectus of the Fund;
and
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(e)
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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.
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2.3
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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
Fund.
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ARTICLE
III
3.1
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Segregation. All
Securities and non-cash property held by the Custodian for the account of
the Fund (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 other series of the Trust) and
shall be identified as subject to this
Agreement.
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3.2
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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.
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(a)
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In
its discretion, the Custodian may appoint one or more Sub-Custodians to
act as Securities Depositories or as sub-custodians to hold Securities and
cash of the 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 the Fund shall be at
the Custodian's expense and shall not relieve the Custodian of any of its
obligations or liabilities under this
Agreement.
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4
(b)
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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 the 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 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.
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(c)
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The
Agreement between the Custodian and each Sub-Custodian acting hereunder
shall contain the required provisions set forth in Rule
17f-5(a)(1)(iii).
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(d)
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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 the Fund with a particular Sub-Custodian and of any material
changes in the Fund’s arrangements. The Custodian shall
promptly take such steps as may be required to withdraw assets of the Fund
from any Sub-Custodian that has ceased to meet the requirements of Rule
17f-5 under the 1940 Act.
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(e)
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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 Fund. The Custodian further
warrants that a Fund's 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.
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(f)
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The
Custodian shall establish a system to monitor the appropriateness of
maintaining the Fund's assets with a particular Sub-Custodian and the
contract governing the Fund’s arrangements with such
Sub-Custodian.
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3.4
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Delivery of Assets to
Custodian. The Trust shall deliver, or cause to be
delivered, to the Custodian all of the Fund's Securities, cash and other
assets, including (a) all payments of income, payments of principal and
capital distributions received by the Fund with respect to such
Securities, cash or other assets owned by the Fund at any time during the
period of this Agreement, and (b) all cash received by the Fund 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.
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5
3.5
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Securities
Depositories and Book-Entry Systems. The Custodian may
deposit and/or maintain Securities of the Fund in a Securities Depository
or in a Book-Entry System, subject to the following
provisions:
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(a)
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The
Custodian, on an on-going basis, shall deposit in a Securities Depository
or Book-Entry System all Securities eligible for deposit therein and shall
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.
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(b)
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Securities
of the Fund 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.
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(c)
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The
records of the Custodian with respect to Securities of the Fund maintained
in a Book-Entry System or Securities Depository shall, by book-entry,
identify such Securities as belonging to the
Fund.
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(d)
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If
Securities purchased by the 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 the Fund. If
Securities sold by the 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 the
Fund.
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(e)
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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.
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6
(f)
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Anything
to the contrary in this Agreement notwithstanding, the Custodian shall be
liable to the Trust for any loss or damage to the Fund 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 Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above or any of its or
their employees, or (ii) from failure of 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 a Book-Entry System or Securities Depository or any
other person from any loss or damage to the Fund arising from the use of
such Book-Entry System or Securities Depository, if and to the extent that
the Fund has not been made whole for any such loss or
damage.
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(g)
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With respect to its responsibilities under this
Section 3.5 and pursuant to Rule 17f-4 under the 1940 Act, the
Custodian hereby warrants to the Trust that it agrees to
(i) exercise due care in accordance with reasonable commercial
standards in discharging its duty as a securities intermediary to obtain
and thereafter maintain such assets; (ii) provide, promptly upon
request by the Trust, such reports as are available concerning the
Custodian’s internal accounting controls and financial strength; and
(iii) require any Sub-Custodian to exercise due care in accordance
with reasonable commercial standards in discharging its duty as a
securities intermediary to obtain and thereafter maintain assets
corresponding to the security entitlements of its entitlement
holders.
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3.6
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Disbursement of Moneys
from Fund Custody Account. Upon receipt of Proper
Instructions, the Custodian shall disburse moneys from the Fund Custody
Account but only in the following
cases:
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(a)
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For
the purchase of Securities for the 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 the 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 the Trust
and a bank which is a member of the Federal Reserve System or between the
Trust 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;
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7
(b)
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In
connection with the conversion, exchange or surrender, as set forth in
Section 3.7(f) below, of Securities owned by the
Fund;
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(c)
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For
the payment of any dividends or capital gain distributions declared by the
Fund;
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(d)
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In
payment of the redemption price of Shares as provided in Section 5.1
below;
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(e)
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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; administration, investment advisory,
accounting, auditing, transfer agent, custodian, director and legal fees;
and other operating expenses of the Fund; in all cases, whether or not
such expenses are to be in whole or in part capitalized or treated as
deferred expenses;
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(f)
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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 any similar organization or organizations) regarding escrow or
other arrangements in connection with transactions by the
Fund;
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(g)
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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
Fund;
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(h)
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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
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(i)
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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.
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3.7
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Delivery of Securities
from Fund Custody Account. Upon receipt of Proper
Instructions, the Custodian shall release and deliver Securities from the
Fund Custody Account but only in the following
cases:
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8
(a)
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Upon
the sale of Securities for the account of the Fund but only against
receipt of payment therefor in cash, by certified or cashiers check or
bank credit;
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(b)
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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;
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(c)
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To
an offeror's depository agent in connection with tender or other similar
offers for Securities of the Fund; provided that, in any such case, the
cash or other consideration is to be delivered to the
Custodian;
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(d)
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To
the issuer thereof or its agent (i) for transfer into the name of the
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;
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(e)
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To
the broker selling Securities, for examination in accordance with the
“street delivery” custom;
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(f)
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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)
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Upon
receipt of payment therefor pursuant to any repurchase or reverse
repurchase agreement entered into by the
Fund;
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(h)
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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;
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(i)
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For
delivery in connection with any loans of Securities of the Fund, but only
against receipt of such collateral as the Trust shall have specified to
the Custodian in Proper
Instructions;
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(j)
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For
delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Trust, but only against receipt
by the Custodian of the amounts
borrowed;
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(k)
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Pursuant
to any authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the
Trust;
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9
(l)
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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
Fund;
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(m)
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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 Fund;
or
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(n)
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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.
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3.8
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Actions Not Requiring
Proper Instructions. Unless otherwise instructed by the
Trust, the Custodian shall with respect to all Securities held for the
Fund:
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(a)
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Subject
to Section 7.4 below, collect on a timely basis all income and other
payments to which the Fund is entitled either by law or pursuant to custom
in the securities business;
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(b)
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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)
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Endorse
for collection, in the name of the Fund, checks, drafts and other
negotiable instruments;
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(d)
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Surrender
interim receipts or Securities in temporary form for Securities in
definitive form;
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(e)
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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;
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(f)
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Hold
for the Fund, 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 the Fund;
and
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10
(g)
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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 Fund.
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3.9
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Registration and
Transfer of Securities. All Securities held for the Fund
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 Fund may be registered in the name of the 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
Fund.
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3.10
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(a)
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The
Custodian shall maintain, for the Fund, complete and accurate records with
respect to Securities, cash or other property held for the Fund, 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 Fund 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)
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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.
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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 the Fund under this
Agreement.
|
11
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 the 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 the 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
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 purchased by the Fund pay out of the moneys
held for the account of the 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 the Fund, if in the Fund Custody Account there
is insufficient cash available to the 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 the 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 the Fund for such Securities to the same
extent as if the Securities had been received by the
Custodian.
|
12
4.3
|
Sale of
Securities. Promptly upon each sale of Securities by 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 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 the 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
Fund 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 the 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 the Fund, and (iii)
income from cash, Securities or other assets of the 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 the Fund to use funds so credited to the 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 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 transactions in the Fund Custody
Account. Any such advance shall be repayable immediately upon
demand made by Custodian.
|
13
ARTICLE
V
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
the 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. Once the Custodian has wired amounts to a
bank or broker-dealer pursuant to Section 5.1 above, the Custodian
shall not be under any obligation to effect any further payment or
distribution by such bank or
broker-dealer.
|
ARTICLE
VI
Upon receipt of Proper Instructions,
the Custodian shall 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 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 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,
|
(b)
|
for
purposes of segregating cash or Securities in connection with securities
options purchased or written by the Fund or in connection with financial
futures contracts (or options thereon) purchased or sold by the
Fund,
|
(c)
|
which
constitute collateral for loans of Securities made by the
Fund,
|
(d)
|
for
purposes of compliance by the Fund 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.
|
14
Each segregated account established
under this Article VI shall be established and maintained for the Fund
only. All Proper Instructions relating to a segregated account shall
specify the Fund.
ARTICLE
VII
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 the Fund 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 Fund 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.
|
15
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 account of
the Fund and/or compute the value of the assets of the
Fund. 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 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
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.
|
16
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 the Fund 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 the Fund shall be security therefor, and
should the 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 Fund to the extent necessary to obtain
reimbursement or indemnification.
|
ARTICLE
IX
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
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.
|
17
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-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
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
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 trust property of the Trust as provided in the
above-mentioned Declaration of Trust.
18
ARTICLE
XIII
Any notice required or permitted to be
given by either party to the other shall be in writing and shall be deemed to
have been given on the date delivered personally or by courier service, or three
(3) days after sent by registered or certified mail, postage prepaid, return
receipt requested, or on the date sent and confirmed received by facsimile
transmission to the other party’s address set forth below:
Notice to the Trust shall be sent
to:
0000
Xxxxxxxxxxx Xxxxxx
Xxxxx
000
Xxxxxxxx,
Xxx Xxxx 00000
and notice to the Custodian shall be
sent to:
U.S. Bank National
Association
000 Xxxxxx Xxxxxx, X.X.
XX-XX-X0XX
Xxxxxxxxxx,
Xxxx 00000
Attention: Mutual Fund
Custody Services
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.
ARTICLE
XIV
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 Fund and such
other printed matter as merely identifies Custodian as custodian for the
Fund. 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.
|
19
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.
|
U.S.
BANK, N.A.
|
|
By: /s/ Xxxxxx
Xxxxxx
|
By:
/s/ Xxx X.
Xxxxxxx
|
Xxxxxx
X. Xxxxxx
|
Xxx X. Xxxxxxx
|
Title:
President
|
Title:
Senior Vice President
|
20
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:
|
||
Secretary:
|
||
Treasurer:
|
||
Vice
President:
|
||
Adviser
Employees:
|
||
Transfer
Agent/Fund Accountant Employees:
|
||
21
EXHIBIT
B
USBank
Institutional Custody Services
Standards
of Service Guide
USBank, 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 USBank to guarantee
processing. Failure to meet these deadlines will result in settlement
at our client's risk. In all cases, USBank will make every effort to
complete all processing on a timely basis.
USBank is a direct participant of the
Depository Trust Company, a direct member of the Federal Reserve Bank of
Cleveland, and utilizes the Bank of New York as its agent for ineligible and
foreign securities.
For corporate reorganizations, USBank
utilizes SEI's Reorg Source, Financial Information, Inc., XCITEK, DTC Important
Notices, Capital Changes Daily (CCH) and the Wall Street
Journal.
For bond calls and mandatory puts,
USBank utilizes SEI's Bond Source, Xxxxx Information Systems, Standard &
Poor's Corporation, XCITEK, and DTC Important Notices. USBank will
not notify clients of optional put opportunities.
Any securities delivered free to USBank
or its agents must be received three (3) business days prior to any payment or
settlement in order for the USBank 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 USBank will provide you with an
updated copy of its Standards of Service Guide.
22
USBank
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 Cleveland
for
Firstar Bank, N.A. ABA# 000000000
CINTI/1050
For
Account #_____________
|
Federal
Reserve Book Entry (Repurchase Agreement Collateral Only)
|
1:00
P.M. on Settlement Date
|
Federal
Reserve Bank of Cleveland
for
Firstar Bank, N.A. ABA# 000000000
CINTI/1040
For
Account #_____________
|
PTC
Securities
(GNMA
Book Entry)
|
12:00
P.M. on Settlement Date
|
PTC
For Account BYORK
Firstar
Bank / 117612
|
Physical
Securities
|
9:30
A.M. EST on Settlement Date
(for
Deliveries, by 4:00 P.M. on Settlement Date minus 1)
|
Bank
of New York
One
Xxxx Xxxxxx- 0xx
Xxxxx – Window A
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
Euroclear
a/c 97816
FFC: a/c
387000
Firstar
Bank/Global Omnibus
|
Cash
Wire Transfer
|
3:00
P.M.
|
Firstar
Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit
Account #112950027
Account
of Firstar Trust Services
Further
Credit to ___________
Account
# _______________
|
* All
times listed are Eastern Standard Time.
23
USBank
Payment Standards
Income
|
||
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 onthe immediately following business
day.
24
USBank
Corporate Reorganization Standards
Notification
to
Client
|
to
USBank
|
Transaction
Posting
|
||
Rights,
Warrants,
and
Optional Mergers
|
Later
of 10 business days prior to expiration or receipt of
notice
|
5
business days prior to expiration
|
Upon
receipt
|
|
Mandatory
Puts with
Option
to Retain
|
Later
of 10 business days prior to expiration or receipt of
notice
|
5
business days prior to expiration
|
Upon
receipt
|
|
Class
Actions
|
10
business days prior to expiration date
|
5
business days prior to expiration
|
Upon
receipt
|
|
Voluntary
Tenders,
Exchanges,
and
Conversions
|
Later
of 10 business days prior to expiration or receipt of
notice
|
5
business days prior to expiration
|
Upon
receipt
|
|
Mandatory
Puts, Defaults, Liquidations, Bankruptcies, Stock Splits, Mandatory
Exchanges
|
At
posting of funds or securities received
|
None
|
Upon
receipt
|
|
Full
and Partial Calls
|
Later
of 10 business days prior to expiration or receipt of
notice
|
None
|
Upon
receipt
|
NOTE: Fractional shares/par
amounts resulting from any of the above will be sold.
25
EXHIBIT
C
Fund
Names
Each
a Separate Series of
Name of Series
|
|
Alpine
U.S. Real Estate Equity Fund
|
|
Alpine
International Real Estate Equity Fund
|
|
Alpine
Realty Income & Growth Fund
|
DOMESTIC
CUSTODY SERVICES
ANNUAL
FEE SCHEDULE
|
(This
domestic fee schedule will remain in place for a period of one year
without any material changes, i.e., excluding a annual Midwest CPI
increase.)
Annual
fee based upon market value
Minimum
annual fee per fund -
Portfolio
transaction Fees (purchase, sale, exchange, tender, redemption,
maturity, receipt, delivery):
$ per
disbursement (waived if U.S. Bancorp Fund Services, LLC is
Administrator)
$ per
book entry security (depository or Federal Reserve system)
$ per
definitive security (physical)
$ per
mutual fund trade
$ per
Euroclear
$ per
principal reduction on pass-through certificates
$ per
short sale/liability transaction
$ per
option/futures contract
$ per
variation margin
$ 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 ¼ 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.
|
26
US
BANCORP GLOBAL SUB-CUSTODIAL SERVICES
THROUGH
BANK OF NEW YORK
ANNUAL
FEE SCHEDULE
|
||||||||
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
Latvia
|
Gov't
Bonds
|
|||||
Australia
|
All
|
Lebanon
|
All
|
|||||
Austria
|
Equities/Bonds
|
Lithuania
|
All
|
|||||
Austria
|
Depo
Receipt
|
Luxembourg
|
All
|
|||||
Austria
|
non
ATS ALL
|
Malaysia
|
All
|
|||||
Bahrain
|
All
|
Mali
|
All
|
|||||
Bangladesh
|
All
|
Malta
|
All
|
|||||
Belgium
|
All
|
Mauritius
|
All
|
|||||
Benin
|
All
|
Mexico
|
All
|
|||||
Bermuda
|
All
|
Morocco
|
All
|
|||||
Bolivia
|
All
|
Namibia
|
All
|
|||||
Botswana
|
All
|
Netherlands
|
All
|
|||||
Brazil
|
All
|
New
Zealand
|
All
|
|||||
Bulgaria
|
All
|
Niger
|
All
|
|||||
Burkina
Faso
|
All
|
Nigeria
|
All
|
|||||
Canada
|
All
|
Norway
|
All
|
|||||
Chile
|
All
|
Oman
|
All
|
|||||
China-Shanghai
|
All
|
Pakistan
|
All
|
|||||
China-Shenzhen
|
All
|
Palestinian
|
All
|
|||||
Columbia
|
All
|
Panama
|
All
|
|||||
Costa
Rica
|
All
|
Peru
|
All
|
|||||
Croatia
|
All
|
Philippines
|
All
|
|||||
Cyprus
|
All
|
Poland
|
All
|
|||||
Czech
Republic
|
All
|
Portugal
|
All
|
|||||
Denmark
|
All
|
Qatar
|
All
|
|||||
EASDAQ
|
All
|
Romania
|
All
|
|||||
Ecuador
|
All
|
Russia
|
Equities/Bonds
|
|||||
Egypt
|
All
|
Russia
|
MINFIN
|
|||||
Estonia
|
All
|
Senegal
|
All
|
|||||
Euromarkets
|
All
|
Singapore
|
All
|
|||||
Finland
|
All
|
Slovak
Republic
|
All
|
|||||
France
|
All
|
Slovenia
|
All
|
|||||
Germany
|
All
|
South
Africa
|
All
|
|||||
Ghana
|
All
|
South
Korea
|
All
|
|||||
Greece
|
All
|
Spain
|
All
|
|||||
Guinea
Bissau
|
All
|
Sri
Lanka
|
All
|
|||||
Hong
Kong
|
All
|
Swaziland
|
All
|
|||||
Hungary
|
All
|
Sweden
|
All
|
|||||
Iceland
|
All
|
Switzerland
|
All
|
|||||
India
|
All
|
Taiwan
|
All
|
|||||
Indonesia
|
All
|
Thailand
|
All
|
|||||
Ireland
|
All
|
Togo
|
All
|
|||||
Israel
|
All
|
Trinidad
& Tobago
|
All
|
|||||
Italy
|
All
|
Tunisia
|
All
|
|||||
Ivory
Coast
|
All
|
Turkey
|
All
|
|||||
Jamaica
|
All
|
United
Kingdom
|
All
|
|||||
Japan
|
All
|
Ukraine
|
All
|
|||||
Jordan
|
All
|
Uruguay
|
All
|
|||||
Kazakhstan
|
Equities
|
Venezuela
|
All
|
|||||
Kazakhstan
|
Bonds
|
Zambia
|
All
|
|||||
Kenya
|
All
|
Zimbabwe
|
All
|
|||||
Latvia
|
Equities/Bonds
|
*Any
non-Eurobond assets held in CEDEL and Euroclear will be charged at the local
market price quote.
Base
Fee
A monthly
base charge of $ per account will apply.
*Any
Non-Eurobond assets held in CEDEL and Euroclear will be charged at the local
market price quote.
** All
fees quoted are payable on a monthly basis.
27