TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of the ____ day of
________ 2002, by and between the Alpine Income Trust (the "Trust") on behalf of
the investment portfolios of the Trust identified in Schedule A of this
Agreement (each, a "Fund" and collectively, the "Funds") and Cadre Financial
Services, Inc., a corporation organized under the laws of the State of Delaware
(the "Agent").
WI T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company which
is registered under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Agent is registered under the Securities Exchange Act of
1934 (the "1934 Act") as a transfer agent;
NOW, THEREFORE, the Trust, on behalf of the Funds, and the Agent do
mutually promise and agree as follows:
1. Terms of Appointment; Duties of the Agent
Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints the Agent to act as transfer agent, dividend
disbursing agent, and shareholder servicing agent for the Funds.
With respect to each of the Funds, the Agent shall perform all of the
customary services of a transfer agent, dividend disbursing agent and
shareholder servicing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to the following and as more fully described in Exhibit A:
A. Receive orders for the purchase of shares, with prompt delivery,
where appropriate, of payment and supporting documentation to the Funds'
custodian;
B. Process purchase orders and issue the appropriate number of
uncertificated shares with such uncertificated shares being held in the
appropriate shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Funds' custodian;
D. Pay moneys (upon receipt from the Funds' custodian, where
relevant) in accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between the Funds and any other funds within the
same family of funds, if applicable;
G. Prepare and transmit payments for dividends and distributions
declared by the Funds;
H. Make changes to shareholder records, including, but not limited
to, address changes in plans (i.e., systematic withdrawal, automatic investment,
dividend reinvestment, etc.);
I. Record the issuance of shares of the Funds and maintain, pursuant
to Rule 17Ad-10(e) under the 1934 Act, a record of the total number of shares of
the Funds which are authorized, issued and outstanding and such other records as
are required to be maintained by a transfer agent for open-end registered
investment companies by the rules adopted under the 1934 Act;
J. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
K. Mail shareholder reports and prospectuses to current shareholders;
L. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
M. Provide shareholder account information upon request and prepare
and mail confirmations and statements of account to shareholders for all
purchases, redemptions and other confirmable transactions as agreed upon with
the Trust; and
N. Provide a Blue Sky System which will enable the Funds to monitor
the total number of shares sold in each state. In addition, the Trust, on behalf
of the Funds, shall identify to the Agent in writing those transactions and
assets to be treated as exempt from the Blue Sky reporting for each state. The
responsibility of the Agent for the Funds' Blue Sky state registration status is
solely limited to the initial compliance by the Fund and the reporting of such
transactions to the Fund.
2. Compensation and Expenses
As full compensation for the services and facilities furnished to the
Trust and the expenses assumed by the Agent under this Agreement, the Trust
shall pay to the Agent a fee with respect to each Fund, as calculated in
accordance with Schedule B hereto. The Agent shall bear all of the costs of
providing services hereunder.
The Trust agrees to pay all reimbursable expenses within thirty (30)
days following receipt of a notice for reimbursement of such expenses.
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3. Representations of Agent
The Agent represents and warrants to the Trust that:
A. It is a corporation duly organized, existing and in good standing
under the laws of Delaware.
B. It is duly qualified to carry on its business and duly registered
as a transfer agent under the 1934 Act;
C. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize
it to enter and perform this Agreement; and
E. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations of the Trust
The Trust represents and warrants to the Agent that:
A. The Trust is registered under the 1940 Act as an open-ended,
diversified management investment company;
B. The Trust is a business trust organized, existing, and in good
standing under the laws of Delaware;
C. The Trust is empowered under applicable laws and by its
Declaration of Trust and other governing documents to enter into and perform
this Agreement;
D. All necessary proceedings required to be taken by the Trust to
authorize it to enter into and perform this Agreement;
E. The Trust will comply with all applicable requirements of the
Securities Act of 1933 and the 1940 Act, and all other laws, rules and
regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933 covering
shares of the Funds is currently effective and will remain effective.
Appropriate state securities law filings have been made and will continue to be
made, with respect to all shares of the Funds being offered and sold.
5. Covenants of the Trust and the Agent
The Trust shall furnish the Agent a certified copy of the resolution
of the Board of Trustees of the Trust authorizing the appointment of the Agent
and the execution of this Agreement. The Trust shall provide to the Agent a copy
of its Declaration of Trust and all amendments.
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The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, the Agent
agrees that all such records prepared or maintained by the Agent relating to the
services to be performed by the Agent hereunder are the property of the Trust
and will be preserved, maintained and made available in accordance with such
section and rules and will be surrendered to the Trust on and in accordance with
its request.
6. Liability; Indemnification
The Agent agrees to use reasonable care and to act in good faith in
performing its duties hereunder and shall not be liable for any error in
judgment or mistake of law or for any loss suffered by the Trust or any Fund in
connection with the matters to which this Agreement relates, provided that the
Agent has acted in accordance with such standard and with the terms of this
Agreement.
Notwithstanding the foregoing, the Agent shall not be liable or
responsible for delays or errors occurring by reason of circumstances beyond its
control, including acts of civil or military authority, national or state
emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts
of God, insurrection or war. In the event of a mechanical breakdown beyond its
control, the Agent shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond the Agent's
control. The Agent will make every reasonable effort to restore any lost or
damaged data, and the correct of any errors resulting from such a breakdown will
be at the Agent's expense. The Agent agrees that it shall, at all times, have
reasonable contingency plans with appropriate parties, making reasonable
provision for emergency use of electrical data processing equipment to the
extent appropriate equipment is available. The Agent agrees to indemnify and
hold harmless the Trust for any loss suffered by the Trust in connection with
the performance of the Agent's obligations and duties under this Agreement
resulting from the Agent's willful misfeasance, bad faith or gross negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
The Trust will indemnify and hold the Agent harmless against any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) ("Losses") resulting from any claim, demand, action
or suit and arising out of or in connection with the Agent's duties on behalf of
the Trust hereunder, except insofar as such Losses result from the willful
misfeasance, bad faith or negligence of the Agent in the performance of its
duties hereunder or from its reckless disregard of such duties.
In performing services hereunder, Agent shall be entitled to rely and
to act upon: (i) telephone instructions relating to the exchange or redemption
of shares received by the Agent and reasonably believed by the Agent to have
originated from the record owner of the subject shares; (ii) any instructions
executed or orally communicated by a duly authorized officer or employee of the
Trust, according to such lists of authorized officers and employees furnished to
the Agent and as amended from time to time in writing by a resolution of the
Board of Directors of the Trust; and (iii) any genuine instrument signed,
countersigned or executed by any person or persons authorized to sign,
countersign or execute the same.
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7. New York Law to Apply
This Agreement shall be deemed to have been executed in New York and
shall be construed and the provisions thereof interpreted under and in
accordance with the substantive laws of the State of New York, without regard to
the conflicts of laws provisions of such state.
8. Term, Amendment, Assignment, Termination and Notice
A. This Agreement shall be in effect until October 30, 2003.
Thereafter this Agreement shall continue in effect from year to year, provided
that each such continuance is approved annually by the Board of Trustees of the
Trust, including the vote of a majority of the Trustees who are not "interested
persons" of the Trust, as defined by the 1940 Act and the rules thereunder.
B. This Agreement, including the Schedules and Exhibit hereto, may be
amended by the mutual written consent of the parties.
C. This Agreement may be terminated upon sixty (60) days written
notice given by one party to the other.
D. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the other party;
provided, however, that the Agent may assign this Agreement without such consent
in a transaction which does not constitute an "assignment" as defined by the
1940 Act and the rules thereunder.
E. Any notice required to be given by the parties to each other under
the terms of this Agreement shall be in writing, addressed and delivered, or
mailed to the principal place of business of the other party.
F. In the event that the Trust gives to the Agent written notice of
its intention to terminate this Agreement and appoint a successor transfer
agent, the Agent agrees to cooperate in the transfer of its duties and
responsibilities to the successor, including the transfer of any and all
relevant books, records and other data established or maintained by the Agent
under this Agreement.
G. Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be paid by the Trust.
H. This Agreement shall terminate automatically in the event that the
Administration Agreement dated _______ __, 2002 between the Agent and the Trust
is terminated.
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9. Nature of the Trust
A. Article 7 of the Declaration of Trust contains provisions limiting
the liability of the Trustees, officers, employees and agents of the Trust. The
obligations of the Trust created hereunder are not personally binding upon, nor
shall resort be had to the property of, any of the Trustees, officers, employees
or agents of the Trust or of the shareholders of the Funds, and only that
portion of a Fund's property necessary to satisfy the obligations of that Fund
arising hereunder shall be bound or affected by the operation of this Agreement.
B. Third Parties. When dealing with third parties on behalf of the Trust or any
Fund, the Agent shall include such recitals in written documents as may be
reasonably requested by the Trust regarding the limitation of liability of the
Board of Trustees, the Trust's shareholders, and the Trust's officers, employees
and agents to third parties.
C. Separate Series. It is agreed that the Agent's responsibilities
and obligations to each Fund are separate from its responsibilities and
obligations to each other Fund, and that each Fund's responsibilities and
obligations to the Agent are separate from the responsibilities and obligations
of each other Fund.
10. Proprietary and Confidential Information.
The Agent agrees on behalf of itself and its directors, officers and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present or
potential shareholders of the Trust (and clients of said shareholders), and not
to use such records and information for any purpose other than the performance
of its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Agent may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Trust.
Further, the Agent will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from
time to time (the "Act"). Notwithstanding the foregoing, the Agent will not
share any nonpublic personal information concerning any of the Trust's
shareholders to any third party unless specifically directed by the Trust or
allowed under one of the exceptions noted under the Act.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed all as of the day and year
first above written.
CADRE FINANCIAL SERVICES, INC.
Dated: __________, 2002 By:_______________________________
Name: XXXXX X. XXXXX
Title: Chairman, President & CEO
ALPINE INCOME TRUST
Dated: __________, 2002 By:_______________________________
Name: XXXXXX X. XXXXXX
Title: Chairman
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EXHIBIT A
DUTIES OF THE AGENT
1. Shareholder Information
The Agent shall maintain a record of the number of shares held by
each holder of record which shall include their addresses and taxpayer
identification numbers.
2. Shareholder Services
The Agent will investigate all shareholder inquiries relating to
shareholder accounts, and will answer all correspondence from shareholders and
others relating to its duties hereunder and such other correspondence as may
from time to time be mutually agreed upon between the Agent and the Trust. The
Agent shall keep records of shareholder correspondence and replies thereto, and
of the lapse of time between the receipt of such correspondence and the mailing
of such replies.
3. State Registration Reports
The Agent shall furnish the Trust on a state-by-state basis, sales
reports, such periodic and special reports as the Trust may reasonably request,
and such other information, including shareholder lists and statistical
information concerning accounts, as may be agreed upon from time to time between
the Trust and the Agent.
4. Uncertificated Shares
(a) With respect to shares held in open accounts or uncertificated
form (i.e., no certificate being issued with respect thereto), the Agent shall
maintain comparable records of the recordholders thereof, including their names,
addresses, and taxpayer identification numbers.
5. Mailing Communications to Shareholders: Proxy Materials
At the expense of the Trust, the Agent will address and mail to
shareholders of the Funds, all reports to shareholders, dividend and
distribution notices, and proxy material for meetings of shareholders. In
connection with the meetings of shareholders, the Agent will prepare shareholder
lists, mail, and certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted prior to meetings (act as
inspector of election at meetings and certify shares voted at meetings).
6. Sales of Shares
(a) Processing of Investment Checks or Other Investments
Upon receipt of any check or other instrument drawn or endorsed to it
as agent for, or identified as being for the account of a Fund, or drawn or
endorsed to the Distributor of the Funds' shares for the purchase of shares, the
Agent shall stamp the check with the date of receipt, shall forthwith process
the same for collection and, shall record the number of shares sold, the trade
date and price per share, and the amount of money to be delivered to the
custodian of the Funds for the sale of such shares.
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(b) Issuance of Shares
Upon receipt of notification that the Funds' custodian has received
the amount of money specified in the immediately preceding paragraph, the Agent
shall issue to and hold in the account of the purchaser/shareholder, or if no
account is specified therein, in a new account established in the name of the
purchaser, the number of shares such purchaser is entitled to receive, as
determined in accordance with applicable Federal law and regulations.
(c) Confirmations
The Agent shall send to purchasers of shares confirmations of their
purchases and periodic statements which will show the new share balance, the
shares held under a particular plan, if any, for withdrawing investments, the
amount invested, and the price paid for the newly purchased shares, or will be
in such other form as the Trust and the Agent may agree from time to time. Such
confirmations and statements will be sent at such times as may be required by
applicable laws and regulations or as may otherwise be agreed to by the Trust
and the Agent in compliance with such laws and regulations.
(d) Suspension of Sale of Shares
The Agent shall not be required to issue any shares of the Funds
where it has received a written instruction from the Trust or written notice
from any appropriate Federal or state authority that the sale of the shares of
that Fund has been suspended or discontinued, and the Agent shall be entitled to
rely upon such written instructions or written notification.
(e) Taxes in Connection with Issuance of Shares
Upon the issuance of any shares in accordance with the foregoing
provisions of this Section, the Agent shall not be responsible for the payment
of any original issue or other taxes required to be paid in connection with such
issuance.
(f) Returned Checks
In the event that any check or other order for the payment of money
is returned unpaid for any reason, the Agent will: (i) give prompt notice of
such return to the Trust or its designee; (ii) place a stop transfer order
against all shares issued as a result of such check or order; and (iii) take
such actions as the Agent may from time to time deem appropriate.
7. Redemptions
(a) Requirements for Transfer or Redemption of Shares
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The Agent shall process all requests from shareholders to transfer or
redeem shares of each Fund in accordance with the procedures set forth in the
Prospectus for the Fund, including, but not limited to, all requests from
shareholders to redeem shares and all determinations of the number of shares
required to be redeemed to fund designated monthly payments, automatic payments,
or any other such distribution or withdrawal plan.
The Agent will transfer or redeem shares upon receipt of written
instructions, accompanied by such documents as the Agent reasonably may deem
necessary to evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment of stock transfer
taxes, if any.
The Agent reserves the right to refuse to transfer or redeem shares
until it is satisfied that the endorsement on the instructions is valid and
genuine, and for that purpose it may require a guarantee of signature by a
member firm of a national securities exchange, by any national bank or trust
company, by any member bank of the Federal Reserve system or by other eligible
guarantor institution. The Agent also reserves the right to refuse to transfer
or redeem shares until it is satisfied that the requested transfer or redemption
is legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which the Agent, in its judgment, deems
improper or unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Agent may, in effecting transactions, rely upon the provisions of
the Uniform Act for the Simplification of Fiduciary Security Transfers or the
provisions of Article 8 of the Uniform Commercial Code, as the same may be
amended from time to time in the State of New York, which, in the opinion of
legal counsel for the Trust or of its own legal counsel protect it in not
requiring certain documents in connection with the transfer or redemption of
shares. The Trust may authorize the Agent to waive the signature guarantee in
certain cases by written instructions.
For the purposes of the redemption of shares of the Funds which have
been purchased within 15 days of a redemption request, the Trust shall provide
the Agent with written instructions concerning the time within which such
requests may be honored.
(b) Notice to Custodian and Funds
When shares are redeemed, the Agent shall, upon receipt of the
instructions and documents in proper form, deliver to the Funds' custodian and
the Trust a notification setting forth the number of shares to be redeemed. Such
redemptions shall be reflected on appropriate accounts maintained by the Agent
reflecting outstanding shares of the Funds and shares attributed to individual
accounts and, if applicable, any individual withdrawal or distribution plan.
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(c) Payment of Redemption Proceeds
The Agent shall, upon receipt of the moneys paid to it by the Funds'
custodian for the redemption of shares, pay to the shareholder, or his
authorized agent or legal representative, such moneys as are received from the
custodian, all in accordance with the redemption procedures described in the
applicable Prospectus; provided, however, that the Agent shall pay the proceeds
of any redemption of shares purchased within a period of time agreed upon in
writing by the Agent and the Trust, only in accordance with procedures agreed to
in writing by the Agent and the Trust, for determining that good funds have been
collected for the purchase of such shares. The Trust shall indemnify the Agent
for any payment of redemption proceeds or refusal to make such payment, if the
payment or refusal to pay is in accordance with said written procedures.
The Agent shall not process or effect any redemptions of shares of a
Fund pursuant to a plan of distribution or redemption, or in accordance with any
other shareholder request upon the receipt by the Agent of notification of the
suspension of the determination of that Fund's net asset value.
8. Dividends
(a) Notice to Agent and Custodian
Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Trust with respect to shares, the
Trust shall furnish to the Agent a copy of a resolution of its Board of
Trustees, certified by the Secretary of the Trust, setting forth the date of the
declaration of such dividend or distribution, the ex-dividend date, the date of
payment thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the shareholders of record
as of that date, the total amount payable to the Agent on the payment date, and
whether such dividend or distribution is to be paid in shares of such class at
net asset value.
On or before the payment date specified in such resolution of the
Board of Trustees, the Trust will cause the custodian of the Funds to pay to the
Agent sufficient cash to make payment to the shareholders of record as of such
payment date.
(b) Payment of Dividends by the Agent
The Agent will, on the designated payment date, automatically
reinvest all dividends required to be reinvested in additional shares at the net
asset value of the applicable Fund (determined on such date), and mail to
shareholders statements at such times as may be required by applicable law or
agreed to by the Trust and the Agent showing the number of full and fractional
shares (rounded to three decimal places) then currently owned by the
shareholders and the net asset value of the shares so credited to the
shareholders' accounts.
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(c) Insufficient Funds for Payments
If the Agent does not receive sufficient cash from the Funds'
custodian to make total dividend and/or distribution payments to all
shareholders as of the record date, the Agent will, upon notifying the Trust,
withhold payment to all shareholders of record as of the record date, until such
sufficient cash is provided to the Agent.
(d) Information Returns
It is understood that the Agent shall file such appropriate
information returns concerning the payment of dividends, return of capital, and
capital gain distributions with the proper Federal, state, and local authorities
as are required by law to be filed and shall be responsible for the withholding
of taxes, if any, due on such dividends or distributions to shareholders when
required to withhold taxes under applicable law.
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SCHEDULE A
(As of ______________, 2002)
The Transfer Agent Agreement shall be applicable to the following series of the
Trust:
Alpine Municipal Money Market Fund
Alpine Tax Optimized Income Fund
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SCHEDULE B
FEE SCHEDULE FOR FUND TRANSFER AGENT SERVICES
(As of _________________, 2002)
The ALPINE MUNICIPAL MONEY MARKET FUND pays the Agent a combined monthly fee for
administrative and transfer agent services which is calculated at the annual
rate of 0.145% of the Fund's average daily net assets up to $500,000,000; 0.12%
of the Fund's average daily net assets greater than $500,000,000 and up to
$750,000,000; 0.105% of the Fund's average daily net assets greater than
$750,000,000 and up to $1,000,000,000; and 0.095% of the Fund's average daily
net assets over $1,000,000,000.
The ALPINE TAX OPTIMIZED INCOME FUND pays the Agent a combined monthly fee for
administrative and transfer agent services which is calculated at the annual
rate of 0.15% of the Fund's average daily net assets up to $500,000,000; 0.125%
of the Fund's average daily net assets greater than $500,000,000 and up to
$750,000,000; 0.11% of the Fund's average daily net assets greater than
$750,000,000 and up to $1,000,000,000; and 0.10% of the Fund's average daily net
assets over $1,000,000,000.
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ADDENDUM TO TRANSFER AGENT AGREEMENT
THIS ADDENDUM, dated as of ______ __, 2002, modifies the Transfer Agent
Agreement by and between Cadre Financial Services, Inc. (the "Transfer Agent")
and Alpine Income Trust (the "Trust"), such Agreement being hereinafter referred
to as the "Agreement."
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim Final
Rule (Section 103.130) adopted by the Department of the Treasury's Financial
Crimes Enforcement Network (the "Rule") require the Trust to develop and
implement an anti-money laundering program and monitor the operation of the
program and assess the effectiveness; and
WHEREAS, in order to assist its transfer agent clients with their anti-money
laundering compliance responsibilities under the Act and the Rule, the Transfer
Agent has provided to the Trust for their consideration and approval written
procedures describing various tools designed to promote the detection and
reporting of potential money laundering activity by monitoring certain aspects
of shareholder activity as well as written procedures for verifying a customer's
identity (the "Procedures"); and
WHEREAS, the Trust's desire to implement the Procedures as part of their overall
anti-money laundering program and, subject to the terms of the Act and the Rule,
delegate to the Transfer Agent the day-to-day operation of the Procedures on
behalf of the Trust.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1 The Trust acknowledges that they have had an opportunity to review,
consider and comment upon the Procedures provided by the Transfer
Agent and the Trust has determined that the Procedures, as part of
the Trust's overall anti-money laundering program, are reasonably
designed to prevent the Trust from being used for money laundering or
the financing of terrorist activities and to achieve compliance with
the applicable provision of the Bank Secrecy Act and the implementing
regulations thereunder.
2 Based on this determination, the Trust hereby instructs and directs
the Transfer Agent to implement the Procedures on the
Trust's behalf, as such may be amended or revised from time to time.
3 It is contemplated that these Procedures will be amended from time to
time by the parties as additional regulations are adopted and/or
regulatory guidance is provided relating to the Trust's anti-money
laundering responsibilities.
4 The Transfer Agent agrees to provide to the Trust (a) prompt written
notification of any transaction or combination of transactions that
the Transfer Agent believes, based on the Procedures, evidence money
laundering activity in connection with the Trust or any shareholder
of the Trust, (b) prompt written notification of any customer(s) that
the Transfer Agent reasonably believes, based upon the Procedures, to
be engaged in money laundering activity, provided that the Trust
agrees not to communicate this information to the customer, (c) any
reports received by the Transfer Agent from any government agency or
applicable industry self-regulatory organization pertaining to the
Transfer Agent's anti-money laundering monitoring on behalf of the
Trust as provided in this Addendum, (d) prompt written notification
of any action taken in response to anti-money laundering violations
as described in (a), (b) or (c), and (e) an annual report of its
monitoring and customer identification activities on behalf of the
Trust. The Transfer Agent shall provide such other reports on the
monitoring and customer identification activities conducted at the
direction of the Trust as may be agreed to from time to time by the
Transfer Agent and the Trust.
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5 The Trust hereby directs, and the Transfer Agent acknowledges, that
the Transfer Agent shall (a) permit federal regulators access to such
information and records maintained by the Transfer Agent and relating
to the Transfer Agent's implementation of the Procedures on behalf of
the Trust, as they may request, and (b) permit such federal
regulators to inspect the Transfer Agent's implementation of the
Procedures on behalf of the Trust.
6 This Addendum constitutes the written instructions of the Trust
pursuant to the terms of the Agreement. Except to the extent
supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS HEREOF, the undersigned have executed this Addendum as of the date
and year first above written.
CADRE FINANCIAL SERVICES, INC.
Dated: __________, 2002 By:_________________________________
Name: XXXXX X. XXXXX
Title: Chairman, President & CEO
ALPINE INCOME TRUST
Dated: __________, 2002 By:_________________________________
Name: XXXXXX X. XXXXXX
Title: Chairman
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