AGREEMENT OF THE JOINT INSUREDS
AGREEMENT
OF THE JOINT INSUREDS
THIS AGREEMENT dated March 30,
2009, is hereby entered into by and among Alpine Equity Trust, Alpine Global
Dynamic Dividend Fund, Alpine Global Premier Properties Fund, Alpine Income
Trust, Alpine Series Trust and Alpine Total Dynamic Dividend Fund (hereinafter
referred to singularly as the “Trust” or collectively as the “Trusts”) (the
Trusts are sometimes referred to individually herein as the “Insured Party” or
collectively the “Insured Parties”).
WHEREAS, the Insured Parties
are management investment companies registered under the Investment Company Act
of 1940, as amended (the “1940 Act”); and
WHEREAS, Alpine Equity Trust,
Alpine Income Trust and Alpine Series Trust are currently comprised of various
series and the Board of Trustees of each such Trust may, from time to time,
create additional series (each a “Fund” and collectively the “Funds”);
and
WHEREAS, each Fund and the
Funds may also be referred to individually herein as an Insured Party or
collectively as Insured Parties; and
WHEREAS, Rule 17g-1 under the
1940 Act requires each Trust or Fund, as the case may be, to provide and
maintain in effect a bond against larceny and embezzlement by its officers and
employees; and
WHEREAS, Rule 17g-1 authorizes
each Trust or Fund, as the case may be, by virtue of its affiliated status, to
secure a joint insured bond naming each of them as insureds; and
WHEREAS, Rule 17g-1 also
requires that each investment company named as an insured in a joint bond enter
into an agreement with the other named insureds containing certain provisions
regarding the respective shares to be received by said insureds in the event
recovery is received under the joint insured bond as a result of a loss
sustained by them; and
WHEREAS, the Boards of
Trustees of each Trust, including a majority of the Trustees of such Trust who
are not “interested persons” of the Trust as defined by Section 2(a)(19) of the
1940 Act, have given due consideration to all factors relevant to the form,
amount and ratable allocation of premiums of such a joint insured bond and have
determined that this joint insured bond is in the best interest of each Insured
Party, including, their respective Funds in the case of Alpine Equity Trust,
Alpine Income Trust and Alpine Series Trust, and their respective shareholders,
and, accordingly, the majority of such Trustees have approved the amount, type,
form and coverage of the joint insured bond and the portion of the premium
payable by each such Insured Party hereunder; and
WHEREAS, the Trustees of each
Trust have determined, with respect to each Insured Party, that the allocation
of the proceeds payable under the joint insured bond as set forth herein, which
takes into account the minimum amount of coverage required for each Trust or
Fund, as the case may be, by Rule 17g-1, is equitable.
NOW, THEREFORE, the parties
hereto, in consideration of the mutual covenants contained herein, hereby agree
as follows:
1. Joint
Insured Bond. The Insured
Parties shall maintain in effect a joint fidelity insurance bond (the “Bond”)
from Chubb Group of Insurance Companies or another such reputable fidelity
insurance company authorized to do business in the place where the Bond is
issued, insuring each Insured Party against larceny and embezzlement and
covering such of their respective officers and employees who may, singly or
jointly with others, have access, directly or indirectly, to the particular
Insured Party’s securities or other assets. The Bond shall name each
Insured Party as an insured and shall comply with the requirements for such
bonds established by Rule 17g-1.
2. Amount. The Bond shall be
in a least the minimum amount required by Rule 17g-1(d) to be maintained by the
Insured Parties, in accordance with the policies of the staff of the Securities
and Exchange Commission.
3. Ratable
Allocation of Premiums. The Insured
Parties shall divide the initial premium and any additional premiums which may
become due under the Bond among them based upon their relative net assets at the
time of payment of the premium involved.
4. Ratable Allocation of
Proceeds.
(a) If more
than one of the Insured Parties sustains a single loss (including a loss
sustained before the date hereof), for which recovery is received under the
Bond, each such Insured Party shall receive that portion of the recovery that is
sufficient in amount to indemnify that Insured Party in full for the loss
sustained by it, unless the recovery is inadequate to fully indemnify all such
Insured Parties sustaining a single loss.
(b) If the
recovery is inadequate to fully indemnify all Insured Parties sustaining a
single loss, the recovery shall be allocated among such Insured Parties as
follows:
(i) Each of
the Insured Parties, to the extent it sustains a loss, shall be allocated an
amount equal to the lesser of its actual loss or the minimum amount of the
fidelity bond that it would be required to maintain under a single insured bond
(determined as of the time of the loss in accordance with the provisions of Rule
17g-1).
(ii) The
remainder, if any, shall be allocated among the other Insured Parties based upon
their relative net assets at the time of the loss (provided that, if such
allocation would result in any Insured Party receiving a portion of the recovery
in excess of the loss actually sustained by it, the aggregate of such excess
among such other Insured Parties shall be reallocated among the remaining
Insured Parties not fully indemnified as a result of the foregoing allocations,
in proportion to the allocation percentages set forth in this
sub-provision).
2
5. Claims
and Settlements. Each Insured
Party shall, within five (5) days after the making of any claim under the Bond,
provide the other Insured Parties with written notice of the amount and nature
of such claim. Each Insured Party shall, within five (5) days of the
receipt thereof, provide the other Insured Parties with written notice of the
terms of settlement of any claim made under the Bond by such Insured
Party. In the event that two (2) or more Insured Parties shall agree
to a settlement of a claim made under the Bond with respect to a single loss,
notice of the settlement shall also include calculation of the amounts to be
received under Paragraph 4 hereof. The officers of each Insured Party
designated as responsible for filing notices required by paragraph (g) of Rule
17g-1 under the Act shall give and receive any notices required hereby with
respect to such Insured Party.
6. Modifications
and Amendments. Any Insured Party
may increase the amount of the Bond. Such Insured Party must give
written notice thereof to the other Insured Parties to this Agreement and to the
Securities and Exchange Commission in accordance with Rule 17g-1. If,
pursuant to Rule 17g-1, any Insured Party shall determine that the coverage
provided pursuant to this Agreement should otherwise be modified, it shall so
notify the other Insured Parties hereto and indicate the nature of the
modification (including the treatment of any increase or return premium) which
it believes to be appropriate. If within sixty (60) days of such
notice any necessary amendments to this Agreement shall not have been made and
the request for modification shall not have been withdrawn, this Agreement shall
terminate (except with respect to losses occurring prior to such
termination). Any Insured Party may withdraw from this Agreement at
any time and cease to be an Insured Party hereto (except with respect to losses
occurring prior to such withdrawal) by giving not less than sixty (60) days
prior written notice to the other parties of such withdrawal. Upon
withdrawal, a withdrawing Insured Party shall be entitled to receive such
portion of any premium rebated by the fidelity company with respect to such
withdrawal. Upon termination of the Bond, each Insured Party shall
receive any premium rebated by the fidelity company with respect to such
termination in proportion to the premium paid by such insured, less any premium
previously refunded with respect to such insured.
7. Governing
Law. This Agreement
shall be construed in accordance with the laws of the State of New
York.
8. No
Assignment. This Agreement is
not assignable.
9. Notices. All notices and
other communications hereunder shall be addressed to the appropriate Insured
Party, at: c/o Alpine Xxxxx Capital Investors, LLC, 0000 Xxxxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx, 00000, Attention Xxxx
Xxxxxxx.
10. Counterparts. This Agreement
may be executed in two (2) or more counterparts which together shall constitute
a single agreement.
3
IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Agreement as of the day and year first
above written.
(on
behalf of each of its Funds)
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
ALPINE
GLOBAL DYNAMIC DIVIDEND FUND
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
ALPINE
GLOBAL PREMIER PROPERTIES FUND
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
ALPINE
INCOME TRUST
(on
behalf of each of its Funds)
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
ALPINE
SERIES TRUST
(on
behalf of each of its Funds)
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
ALPINE
TOTAL DYNAMIC DIVIDEND FUND
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
4
