CLOSED-END FUND CUSTODY AGREEMENT
EXHIBIT
J
CLOSED-END
FUND
THIS
AGREEMENT is made and entered into as of this ___ day of ___________, 2006,
by
and between ROCHDALE
CORE ALTERNATIVE STRATEGIES FUND TEI, LLC,
a
Delaware limited liability company (the “Tax-Exempt Fund”), ROCHDALE
CORE ALTERNATIVE STRATEGIES FUND, LLC,
a
Delaware limited liability company (the “Taxable Fund”),
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND,
a
Delaware limited liability company (the “Master Fund”),
ROCHDALE
CORE ALTERNATIVE STRATEGIES FUND (Cayman) LDC,
a
Cayman Islands limited duration company (the “Offshore Fund) (each a “Funds”
and collectively
the “Funds”)
and
U.S.
BANK NATIONAL ASSOCIATION,
a
national banking association organized and existing under the laws of the United
States of America with its principal place of business at Minneapolis, Minnesota
(the “Custodian”).
If the
context requires that the word “Fund” be read in the plural, it shall be
“Funds”.
WHEREAS,
the Tax-Exempt,
Taxable and Master Fund
are
registered under the Investment Company Act of 1940, as amended (the “1940
Act”), as closed-end
management investment companies, and the Offshore Fund is not required to be
registered under the 1940 Act, and the Funds are
authorized to issue shares of beneficial interest in separate series, with
each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
the Custodian is a bank having the qualifications prescribed in
Section 26(a)(1) of the 1940 Act; and
WHEREAS,
the Funds
desire
to retain the Custodian to act as custodian of the cash and securities of each
series of the Funds
listed
on Exhibit
C
hereto
(as amended from time to time).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
ARTICLE
I
CERTAIN
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases shall have the meanings
set forth below, unless the context otherwise requires:
1.1 |
“Authorized
Person”
means any Officer or other person duly authorized by resolution of
the
Board of Directors 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 Directors, certified
by an
Officer, as may be received by the Custodian from time to
time.
|
1.2 |
“Board
of Directors” or “Board”
shall mean the directors from time to time serving under the Funds’
governing documents,
as amended from time to time.
|
1.3 |
“Book-Entry
System”
shall mean a federal book-entry system as provided in Subpart O of
Treasury Circular Xx. 000, 00 XXX 306, in Subpart B of 31 CFR Part
350, or
in such book-entry regulations of federal agencies as are substantially
in
the form of such Subpart O.
|
A-1
1.4 |
“Business
Day”
shall mean any day recognized as a settlement day by The New York Stock
Exchange, Inc., and any other day for which a
Fund computes
the net asset value of Shares of the Fund.
|
1.5 |
“Fund
Custody Account”
shall mean any account
in
the name of a
Fund,
which is provided for in Section 3.2 below.
|
1.6 |
“IRS”
shall mean the Internal Revenue Service.
|
1.7 |
“NASD”
shall mean The National Association of Securities Dealers, Inc.
|
1.8 |
“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 a
Fund.
|
1.9 |
“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 Funds
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 Funds.
If Oral Instructions vary from the Written Instructions that purport
to
confirm them, the Custodian shall notify the Funds
of
such variance but such Oral Instructions will govern unless the Custodian
has not yet acted.
|
1.10 |
“Proper
Instructions”
shall mean Oral Instructions or Written Instructions.
|
1.11 |
“SEC”
shall mean the Securities and Exchange
Commission.
|
1.12 |
“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 service.
|
1.13 |
“Securities
Depository”
shall mean The Depository Trust Company and any other clearing agency
registered with the SEC 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.
|
1.14 |
“Shares”
shall mean, with respect to a Fund, the units of beneficial interest
issued by the Fund
on
account of the Fund.
|
1.15 |
“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, and (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 be in writing and 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 in (i)
-
(vi) 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.
|
2
1.16 |
“Written
Instructions”
shall mean (i) written communications actually received by the Custodian
and signed by any two Authorized Persons, (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, a copy of which, certified by an Officer,
shall
have been delivered to the Custodian.
|
ARTICLE
II
APPOINTMENT
OF CUSTODIAN
2.1 |
Appointment.
The Funds
hereby appoint
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. The services and duties of the
Custodian shall be confined to those matters expressly set forth herein,
and no implied duties are assumed by or may be asserted against the
Custodian hereunder.
|
2.2 |
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 Funds:
|
(a) |
A
copy of the
Funds governing documents, certified by the Secretary
or
other Authorized Person;
|
(b) |
A
copy of the resolution of the Board appointing the Custodian, certified
by
the Secretary
or other Authorized Person;
|
(c) |
A
copy of the current prospectus of the Fund (the “Prospectus”); and
|
(d) |
A
certification of the Chairman or the President and the
Secretary
or
other Authorized Person of the Fund
setting forth the names and signatures of the current Officers of the
Fund
and other Authorized Persons.
|
3
2.3 |
Notice
of Appointment of Transfer Agent.
The Funds
agree
to
notify the Custodian in writing of the appointment, termination or
change
in appointment of any transfer agent of the Funds.
|
ARTICLE
III
CUSTODY
OF CASH AND SECURITIES
3.1 |
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 Fund)
and shall be identified as subject to this
Agreement.
|
3.2 |
Fund
Custody Accounts.
As to each Fund, the Custodian shall open and maintain in its trust
department a custody account in the name of the Fund
coupled with the name of the Fund, subject only to draft or order of
the
Custodian, in which the Custodian shall enter and carry all Securities,
cash and other assets of such Fund which are delivered to
it.
|
3.3 |
Appointment
of Agents.
|
(a) |
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. The Custodian shall
be
liable for the actions of any Sub-Custodians appointed by it as if
such
actions had been done by the Custodian.
|
(b) |
If,
after the initial approval of Sub-Custodians by the Boards
in
connection with this Agreement, the Custodian wishes to appoint other
Sub-Custodians to hold property of the Funds,
it will so notify the Funds
and provide them
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. At the meeting
of the Board next following receipt of such notice and information,
the
Fund
shall give its written approval or disapproval of the proposed
action.
|
(c) |
The
Agreement between the Custodian and each Sub-Custodian acting hereunder
shall contain the required provisions set forth in Rule 17f-5(c)(2)
under the 1940 Act.
|
(d) |
At
the end of each calendar quarter, the Custodian shall provide written
reports notifying the Boards
of
the placement of the Securities and cash of the Funds
with a particular Sub-Custodian and of any material changes in the
Funds’
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.
|
4
(e) |
With
respect to its responsibilities under this Section 3.3, the Custodian
hereby warrants to the Funds
that it agrees to exercise reasonable care, prudence and diligence
such as
a person having responsibility for the safekeeping of property of the
Funds.
The Custodian further warrants that the Funds’
assets will be subject to reasonable care if maintained with a
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), its method of keeping custodial records, and its 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 Funds
will have jurisdiction over and be able to enforce judgments against
the
Sub-Custodian, such as by virtue of the existence of any offices of
the
Sub-Custodian in the United States or the Sub-Custodian’s consent to
service of process in the United States.
|
(f) |
The
Custodian shall establish a system to monitor the appropriateness of
maintaining the Funds’
assets with a particular Sub-Custodian and the contract governing the
Funds’
arrangements with such Sub-Custodian.
|
3.4 |
Delivery
of Assets to Custodian.
The Funds
shall deliver, or cause to be delivered, to the Custodian all of the
Fund’s Securities, cash and other investment assets, including (i) 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
(ii) all cash received by the Fund for the issuance of Shares. The
Custodian shall not be responsible for such Securities, cash or other
assets until actually received by it.
|
3.5 |
Securities
Depositories and Book-Entry Systems.
The Custodian may deposit and/or maintain Securities of the Fund in
a
Securities Depository or in a Book-Entry System, subject to the following
provisions:
|
(a) |
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.
|
(b) |
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.
|
(c) |
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.
|
5
(d) |
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.
|
(e) |
The
Custodian shall provide the Funds
with copies of any reports
(obtained by the Custodian from a Book-Entry System or Securities
Depository in which Securities of the Fund are kept) on the internal
accounting controls and procedures for safeguarding Securities deposited
in such Book-Entry System or Securities
Depository.
|
(f) |
Notwithstanding
anything to the contrary in this Agreement, the Custodian shall be
liable
to the Funds
for any loss or damage to the Funds
resulting from (i) the use of a Book-Entry System or Securities Depository
by reason of any negligence or willful misconduct on the part of the
Custodian or any Sub-Custodian, or (ii) failure of the Custodian or
any
Sub-Custodian to enforce effectively such rights as it may have against
a
Book-Entry System or Securities Depository. At their
election, the Funds
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.
|
(g) |
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 Fund
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 Fund,
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.
|
3.6 |
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:
|
(a) |
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) 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 any 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 any 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 Funds
and a bank which is a member of the Federal Reserve System or between
the
Funds
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;
|
6
(b) |
In
connection with the conversion, exchange or surrender, as set forth
in
Section 3.7(f) below, of Securities owned by the
Fund;
|
(c) |
For
the payment of any dividends or capital gain distributions declared
by the
Fund;
|
(d) |
In
payment of the price of Shares repurchased in open market purchases
or
through tender offers as provided in Section 5.1
below;
|
(e) |
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;
|
(f) |
For
transfer in accordance with the provisions of any agreement among the
Funds,
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;
|
(g) |
For
transfer in accordance with the provisions of any agreement among the
Funds,
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;
|
(h) |
For
the funding of any uncertificated time deposit or other interest-bearing
account with any banking institution (including the Custodian), which
deposit or account has a term of one year or less;
and
|
(i) |
For
any other proper purpose, but only upon receipt, in addition to Proper
Instructions, of a copy of a resolution of the Board, 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.
|
7
3.7 |
Delivery
of Securities from Fund Custody Account.
Upon receipt of Proper Instructions, the Custodian shall release and
deliver Securities from the Funds’
Custody Accounts
but
only in the following cases:
|
(a) |
Upon
the sale of Securities for the account of the Fund but only against
receipt of payment in cash, by certified or cashiers check or bank
credit;
|
(b) |
In
the case of a sale effected through a Book-Entry System or Securities
Depository, in accordance with the provisions of Section 3.5
above;
|
(c) |
To
an offeror’s depository agent in connection with tender or other similar
offers for Securities of the Fund; provided that, in any such case,
the
cash or other consideration is to be delivered to the
Custodian;
|
(d) |
To
the issuer thereof or its agent (i) for transfer into the name of the
Fund, the Custodian or any Sub-Custodian, or any nominee or nominees
of
any of the foregoing, or (ii) for exchange for a different number of
certificates or other evidence representing the same aggregate face
amount
or number of units; provided that, in any such case, the new Securities
are to be delivered to the Custodian;
|
(e) |
To
the broker selling the Securities, for examination in accordance with
the
“street delivery” custom;
|
(f) |
For
exchange or conversion pursuant to any plan of 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;
|
(g) |
Upon
receipt of payment pursuant to any repurchase or reverse repurchase
agreement entered into by the Fund;
|
(h) |
In
the case of warrants, rights or similar Securities, upon the exercise
thereof, provided that, in any such case, the new Securities and cash,
if
any, are to be delivered to the
Custodian;
|
(i) |
For
delivery in connection with any loans of Securities of the Funds,
but only against receipt of such collateral as the Funds
shall have specified to the Custodian in Proper
Instructions;
|
(j) |
For
delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Funds,
but only against receipt by the Custodian of the amounts
borrowed;
|
(k) |
Pursuant
to any authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Funds;
|
(l) |
For
delivery in accordance with the provisions of any agreement among the
Fund,
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;
|
8
(m) |
For
delivery in accordance with the provisions of any agreement among the
Funds,
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
|
(n) |
For
any other proper corporate purpose, but only upon receipt, in addition
to
Proper Instructions, of a copy of a resolution of the Board, certified
by
an Officer, specifying the Securities to be delivered, setting forth
the
purpose for which such delivery is to be made, declaring such purpose
to
be a proper corporate purpose, and naming the person or persons to
whom
delivery of such Securities shall be
made.
|
3.8 |
Actions
Not Requiring Proper Instructions.
Unless otherwise instructed by the Fund,
the Custodian shall with respect to all Securities held for the Fund:
|
(a) |
Subject
to Section 9.4 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;
|
(b) |
Present
for payment and, subject to Section 9.4 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;
|
(c) |
Endorse
for collection, in the name of the Fund, checks, drafts and other
negotiable instruments;
|
(d) |
Surrender
interim receipts or Securities in temporary form for Securities in
definitive form;
|
(e) |
Execute,
as custodian, any necessary declarations or certificates of ownership
under the federal income tax laws or the laws or regulations of any other
taxing authority now or hereafter in effect, and prepare and submit
reports to the IRS and the Funds
at
such time, in such manner and containing such information as is prescribed
by the IRS;
|
(f) |
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
|
(g) |
In
general, and except as otherwise directed in Proper Instructions, attend
to all non-discretionary details in connection with the sale, exchange,
substitution, purchase, transfer and other dealings with Securities
and
other assets of the Fund.
|
3.9 |
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. All
other Securities held for the Fund may be registered in the name of
the
Fund, the Custodian, a Sub-Custodian, or any nominee of any of them,
or in
the name of a Book-Entry System, Securities Depository or any nominee
of
either thereof. The Fund
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 referred to above or in the name
of a
Book-Entry System or Securities Depository, any Securities registered
in
the name of the Fund.
|
9
3.10 |
Records.
|
(a) |
The
Custodian shall maintain 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 and substitutions
of such
collateral), (D) dividends and interest received, and (E) dividends
receivable and interest receivable; and (iii) canceled checks and bank
records related thereto. The Custodian shall keep such other books
and
records of the Funds
as
the Funds
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.
|
(b) |
All
such books and records maintained by the Custodian shall (i) be maintained
in a form acceptable to the Fund
and in compliance with the rules and regulations of the SEC, (ii) be
the
property of the Fund
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 Fund
and employees or agents of the SEC, and (iii) if required to be maintained
by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed
in Rule 31a-2 under the 0000 Xxx.
|
3.11 |
Fund
Reports by Custodian.
The Custodian shall furnish the Funds
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, the Custodian shall furnish the Funds
with a detailed statement of the Securities and moneys held by the
Custodian and the Sub-Custodians for the Fund under this Agreement.
|
3.12 |
Other
Reports by Custodian.
As the Funds
may reasonably request from time to time, the Custodian shall provide
the
Fund
with reports on the internal accounting controls and procedures for
safeguarding Securities which are employed by the Custodian or any
Sub-Custodian.
|
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
Funds
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 Fund
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 Funds
desire
to
take action with respect to any tender offer, exchange offer or other
similar transaction, the Funds
shall notify the Custodian at least five Business Days prior to the
date
on which the Custodian is to take such action. The Funds
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.
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10
ARTICLE
IV
PURCHASE
AND SALE OF INVESTMENTS OF THE FUND
4.1 |
Purchase
of Securities.
Promptly upon each purchase of Securities for the Fund, Written
Instructions shall be delivered to the Custodian, specifying (i) the
name
of the issuer or writer of such Securities, and the title or other
description thereof, (ii) the number of shares, principal amount (and
accrued interest, if any) or other units purchased, (iii) the date
of
purchase and settlement, (iv) the purchase price per unit, (v) the
total
amount payable upon such purchase, and (vi) 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 and in the absence of specified Written Instructions to so
pay
in advance, the Custodian shall be liable to the Fund for such
payment.
|
4.3 |
Sale
of Securities.
Promptly upon each sale of Securities by the Fund, Written Instructions
shall be delivered to the Custodian, specifying (i) the name of the
issuer
or writer of such Securities, and the title or other description thereof,
(ii) the number of shares, principal amount (and accrued interest,
if
any), or other units sold, (iii) the date of sale and settlement, (iv)
the
sale price per unit, (v) the total amount payable upon such sale, and
(vi)
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. 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.
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.
|
11
4.6 |
Advances
by Custodian for Settlement.
The Custodian may, in its sole discretion and from time to time, advance
funds to the Fund
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.
|
ARTICLE
V
REPURCHASE
OF FUND
SHARES
5.1 |
Transfer
of Funds.
From such funds as may be available for the purpose in the relevant
Fund
Custody Account, and upon receipt of Proper Instructions specifying
that
the funds are required to repurchase Shares of the Fund in open market
purchases or pursuant to a tender offer, the Custodian shall wire each
amount specified in such Proper Instructions to or through such bank
or
broker-dealer as the Funds
may designate.
|
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
SEGREGATED
ACCOUNTS
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 Funds,
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
|
12
(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,
certified by an Officer, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper corporate
purposes.
|
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
COMPENSATION
OF CUSTODIAN
7.1
|
Compensation.
The Custodian shall be compensated for providing the services set
forth in
this Agreement in accordance with the fee schedule set forth on
Exhibit
D
hereto (as amended from time to time). The Custodian shall also be
compensated for such out-of-pocket expenses (e.g., telecommunication
charges, postage and delivery charges, and reproduction charges)
as are
reasonably incurred by the Custodian in performing its duties hereunder.
The Funds
shall pay all such fees and reimbursable expenses within 30 calendar
days
following receipt of the billing notice, except for any fee or expense
subject to a good faith dispute. The Funds
shall notify the Custodian in writing within 30 calendar days following
receipt of each invoice if the Fund
is
disputing any amounts in good faith. The Funds
shall pay such disputed amounts within 10 calendar days of the day
on
which the parties agree to the amount to be paid. With the exception
of
any fee or expense the Fund
is
disputing in good faith as set forth above, unpaid invoices shall
accrue a
finance charge of 1½% per month after the due date. Notwithstanding
anything to the contrary, amounts owed by the Fund
to
the Custodian shall only be paid out of the assets and property of
the
particular Fund involved.
|
ARTICLE
VIII
REPRESENTATIONS
AND WARRANTIES
8.1 |
Representations
and Warranties of the Funds.
Each of the Funds
hereby represents and warrants to the Custodian, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
|
(a) |
It
is duly organized and existing under the laws of the jurisdiction of
its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
(b) |
This
Agreement has been duly authorized, executed and delivered by the
Fund
in
accordance with all requisite action and constitutes a valid and legally
binding obligation of the Fund,
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured
parties; and
|
(c) |
It
is conducting its business in compliance in all material respects with
all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
13
8.2 |
Representations
and Warranties of the Custodian.
The Custodian hereby represents and warrants to the Funds,
which representations and warranties shall be deemed to be continuing
throughout the term of this Agreement,
that:
|
(a) |
It
is duly organized and existing under the laws of the jurisdiction of
its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
(b) |
This
Agreement has been duly authorized, executed and delivered by the
Custodian in accordance with all requisite action and constitutes a
valid
and legally binding obligation of the Custodian, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and
remedies of creditors and secured parties;
and
|
(c) |
It
is conducting its business in compliance in all material respects with
all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
ARTICLE
IX
CONCERNING
THE CUSTODIAN
9.1 |
Standard
of Care.
The Custodian shall exercise reasonable care in the performance of
its
duties under this Agreement. The Custodian shall not be liable for
any
error of judgment or mistake of law or for any loss suffered by the
Fund
in
connection with its duties under this Agreement, except a loss arising
out
of or relating to the Custodian’s (or a Sub-Custodian’s) refusal or
failure to comply with the terms of this Agreement (or any sub-custody
agreement) or from its (or a Sub-Custodian’s) bad faith, negligence or
willful misconduct in the performance of its duties under this Agreement
(or any sub-custody agreement). 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 Funds
of
any action taken or omitted by the Custodian pursuant to advice of
counsel.
|
9.2 |
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.
|
9.3 |
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.
|
9.4 |
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.
|
14
9.5 |
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.
|
9.6 |
Cooperation.
The Custodian shall cooperate with and supply necessary information
to the
entity or entities appointed by the Funds
to
keep the books of account of the Funds
and/or compute the value of the assets of the Funds.
The Custodian shall take all such reasonable actions as the Fund
may from time to time request to enable the Fund
to
obtain, from year to year, favorable opinions from the Funds’
independent accountants with respect to the Custodian's activities
hereunder in connection with (i) the preparation of the Funds statements
and reports on Form N-2 and Form N-SAR and any other
statements and reports required by the SEC, and (ii) the fulfillment
by
the Funds
of
any other requirements of the SEC.
|
ARTICLE
X
INDEMNIFICATION
10.1 |
Indemnification
by Funds.
The Funds
shall indemnify and hold harmless the Custodian, any Sub-Custodian
and any
nominee thereof (each, an “Indemnified Party” and collectively, the
“Indemnified Parties”) from and against any and all claims, demands,
losses, expenses and liabilities of any and every nature (including
reasonable attorneys' fees) that an Indemnified Party may sustain or
incur
or that may be asserted against an Indemnified Party by any person
arising
directly or indirectly (i) from the fact that Securities are registered
in
the name of any such nominee, (ii) from any action taken or omitted
to be
taken by the Custodian or such Sub-Custodian (a) at the request or
direction of or in reliance on the advice of the Fund,
or (b) upon Proper Instructions, or (iii) from the performance of its
obligations under this Agreement or any sub-custody agreement, provided
that neither the Custodian nor any such Sub-Custodian shall be indemnified
and held harmless from and against any such claim, demand, loss, expense
or liability arising out of or relating to its refusal or failure to
comply with the terms of this Agreement (or any sub-custody agreement),
or
from its bad faith, negligence or willful misconduct in the performance
of
its duties under this Agreement (or any sub-custody agreement). This
indemnity shall be a continuing obligation of the Funds,
their
successors and assigns, notwithstanding the termination of this Agreement.
As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall
include their respective directors, officers and
employees.
|
10.2 |
Indemnification
by Custodian.
The Custodian shall indemnify and hold harmless the Funds
from and against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable attorneys’ fees)
that the Funds
may sustain or incur or that may be asserted against the Fund
by
any person arising out of any action taken or omitted to be taken by
an
Indemnified Party as a result of the Indemnified Party’s refusal or
failure to comply with the terms of this Agreement (or any sub-custody
agreement), or from its bad faith, negligence or willful misconduct
in the
performance of its duties under this Agreement (or any sub-custody
agreement). This indemnity shall be a continuing obligation of the
Custodian, its successors and assigns, notwithstanding the termination
of
this Agreement. As used in this paragraph, the term “Fund”
shall include the Fund’s
directors, officers and employees.
|
10.3 |
Security.
If the Custodian advances cash or Securities to the Fund for any purpose,
either at the Fund'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 claim, demand, loss, expense
or
liability (including reasonable attorneys' fees) (except such as may
arise
from its or its nominee's bad faith, negligence 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.
|
15
10.4 |
Miscellaneous.
|
(a) |
Neither
party to this Agreement shall be liable to the other party for
consequential, special or punitive damages under any provision of this
Agreement.
|
(b) |
The
indemnity provisions of this Article shall indefinitely survive the
termination and/or assignment of this
Agreement.
|
(c) |
In
order that the indemnification provisions contained in this Article
shall
apply, it is understood that if in any case the indemnitor may be asked
to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim
for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will
so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
|
ARTICLE
XI
FORCE
MAJEURE
Neither
the Custodian nor the Funds
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; acts of
terrorism; 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 in the
event of a failure or delay, the Custodian (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
XII
PROPRIETARY
AND CONFIDENTIAL INFORMATION
The
Custodian agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Fund,
all
records and other information relative to the Fund
and
prior, present, or potential shareholders of the Fund
(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 (i) after prior notification to and approval in writing by
the
Fund,
which
approval shall not be unreasonably withheld and may not be withheld where the
Custodian may be exposed to civil or criminal contempt proceedings for failure
to comply, (ii) when requested to divulge such information by duly constituted
authorities, or (iii) when so requested by the Fund.
Records
and other information which have become known to the public through no wrongful
act of the Custodian or any of its employees, agents or representatives, and
information that was already in the possession of the Custodian prior to receipt
thereof from the Fund
or its
agent, shall not be subject to this paragraph.
16
Further,
the Fund
will
adhere to the privacy policies adopted by the Fund
pursuant
to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time.
In this regard, the Custodian shall have in place and maintain physical,
electronic and procedural safeguards reasonably designed to protect the
security, confidentiality and integrity of, and to prevent unauthorized access
to or use of, records and information relating to the Fund
and its
shareholders.
ARTICLE
XIII
EFFECTIVE
PERIOD; TERMINATION
13.1 |
Effective
Period.
This Agreement shall become effective as of the date first written
above
and will continue in effect for a period of three (3)
years.
|
13.2 |
Termination.
Subsequent to the initial three-year term, this Agreement may be
terminated by either party upon giving 90 days prior written notice
to the
other party or such shorter period as is mutually agreed upon by the
parties. Notwithstanding the foregoing, this Agreement may be terminated
by any party upon the breach of the other party of any material term
of
this Agreement if such breach is not cured within 15 days of notice
of
such breach to the breaching party. In addition, the Funds
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.
|
13.3
Early
Termination.
In the
absence of any material breach of this agreement, should the Funds
elect to
terminate this agreement prior to the end of the term, the Funds
agree
to pay
the following fees:
(i) |
All
monthly fees through the life of the contract, including the rebate
of any negotiated discounts;
|
(ii) |
All
fees associated with converting services to successor service provider;
|
(iii) |
All
fees associated with any record retention and/or tax reporting
obligations
that may not be eliminated due to the conversion to a successor
service provider;
|
(iv) |
All
out-of-pocket costs associated with a-c
above.
|
13.4 |
Appointment
of Successor Custodian.
If a successor custodian shall have been appointed by the Board, the
Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on such specified date of termination (i) 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 (ii) 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 Fund
shall have paid to the Custodian all fees, expenses and other amounts
to
the payment or reimbursement of which it shall then be entitled. In
addition, the Custodian shall, at the expense of the Fund,
transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by the Custodian under this
Agreement in a form reasonably acceptable to the Fund
(if such form differs from the form in which the Custodian has maintained
the same, the Fund
shall pay any expenses associated with transferring the data to such
form), and will cooperate in the transfer of such duties and
responsibilities, including provision for assistance from the Custodian’s
personnel in the establishment of books, records, and other data by
such
successor. Upon such delivery and transfer, the Custodian shall be
relieved of all obligations under this
Agreement.
|
17
13.5 |
Failure
to Appoint Successor Custodian.
If a successor custodian is not designated by the Fund
on
or before the date of termination of this Agreement, then the Custodian
shall have the right to deliver to a bank or trust company of its own
selection, which bank or trust company (i) is a “bank” as defined in the
1940 Act, and (ii) has aggregate capital, surplus and undivided profits
as
shown on its 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.
In
addition, under these circumstances, all books, records and other data
of
the Fund
shall be returned to the Fund.
|
ARTICLE
XIV
MISCELLANEOUS
14.1 |
Compliance
with Laws.
The Fund
has and retains primary responsibility for all compliance matters relating
to the Fund, including but not limited to compliance with the 1940
Act,
the Internal Revenue Code of 1986, the Xxxxxxxx-Xxxxx Act of 2002,
the USA
Patriot Act of 2002 and the policies and limitations of the Fund relating
to its portfolio investments as set forth in its Prospectus and statement
of additional information. The Custodian’s services hereunder shall not
relieve the Fund
of
its responsibilities for assuring such compliance or the Board’s oversight
responsibility with respect thereto.
|
14.2 |
Amendment.
This Agreement may not be amended or modified in any manner except
by
written agreement executed by the Custodian and the Fund,
and authorized or approved by the Board.
|
14.3 |
Assignment.
This Agreement shall extend to and be binding upon the parties hereto
and
their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian without
the written consent of the Fund
accompanied by the authorization or approval of the
Board.
|
14.4 |
Governing
Law.
This Agreement shall be governed by and construed in accordance with
the
laws of the State of Ohio, without regard to conflicts of law principles.
To the extent that the applicable laws of the State of Ohio, or any
of the
provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control, and nothing herein shall be construed
in a
manner inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
|
18
14.5 |
No
Agency Relationship.
Nothing herein contained shall be deemed to authorize or empower either
party to act as agent for the other party to this Agreement, or to
conduct
business in the name, or for the account, of the other party to this
Agreement.
|
14.6 |
Services
Not Exclusive.
Nothing in this Agreement shall limit or restrict the Custodian from
providing services to other parties that are similar or identical to
some
or all of the services provided
hereunder.
|
14.7 |
Invalidity.
Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall,
as
to such jurisdiction, be ineffective to the extent of such prohibition
or
unenforceability without invalidating the remaining provisions hereof,
and
any such prohibition or unenforceability in any jurisdiction shall
not
invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith modify
or
substitute such provision consistent with the original intent of the
parties.
|
14.8 |
Notices.
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 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 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
and
notice to the Funds
shall
be
sent to:
Rochdale
Core Alternative Strategies Fund
000
Xxxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
RCAS Fund Services
Facsimile:
(000) 000-0000
14.9 |
Multiple
Originals.
This Agreement may be executed on two or more counterparts, each of
which
when so executed shall be deemed an original, but such counterparts
shall
together constitute but one and the same
instrument.
|
14.10 |
No
Waiver.
No failure by either party hereto to exercise, and no delay by such
party
in exercising, any right hereunder shall operate as a waiver thereof.
The
exercise by either party hereto of any right hereunder shall not preclude
the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in
equity.
|
14.11 |
References
to Custodian.
The Fund
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 Fund
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.
|
19
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
ROCHDALE
CORE
ALTERNATIVE
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND TEI,
LLC
STRATEGIES
FUND, LLC
By:________________________________ By:_______________________________
Name:______________________________ Name:_____________________________
Title:_______________________________ Title:______________________________
ROCHDALE
CORE ALTERNATIVE
U.S.
BANK NATIONAL ASSOCIATION
STRATEGIES
MASTER FUND, LLC
By:________________________________ By:_______________________________
Name:______________________________ Name:_____________________________
Title:_______________________________ Title:______________________________
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND (Cayman), LDC
By:
________________________________
Name:
______________________________
Title:
_______________________________
20
EXHIBIT
A
AUTHORIZED
PERSONS
Set
forth
below are the names and specimen signatures of the persons authorized by the
Funds
to
administer the Fund Custody Accounts.
Authorized
Persons
|
Specimen
Signatures
|
|
President:
|
||
Secretary:
|
||
Treasurer:
|
||
Vice
President:
|
||
Other:
|
||
21
EXHIBIT
B
U.S.
Bank Institutional Custody Services
Standards
of Service Guide
U.S.
Bank, N.A. (“USBank”) 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.
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
XXXXX/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
XXXXX/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
Wall Street- 3rd
Floor - 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.
USBank
Payment Standards
Security
Type
|
Income
|
Principal
|
Equities
|
Payable
Date
|
|
Municipal
Bonds*
|
Payable
Date
|
Payable
Date
|
Corporate
Bonds*
|
Payable
Date
|
Payable
Date
|
Federal
Reserve Bank Book Entry*
|
Payable
Date
|
Payable
Date
|
PTC
GNMA's (P&I)
|
Payable
Date + 1
|
Payable
Date + 1
|
CMOs
*
|
||
DTC
|
Payable
Date + 1
|
Payable
Date + 1
|
Bankers
Trust
|
Payable
Date + 1
|
Payable
Date + 1
|
SBA
Loan Certificates
|
When
Received
|
When
Received
|
Unit
Investment Trust Certificates*
|
Payable
Date
|
Payable
Date
|
Certificates
of Deposit*
|
Payable
Date + 1
|
Payable
Date + 1
|
Limited
Partnerships
|
When
Received
|
When
Received
|
Foreign
Securities
|
When
Received
|
When
Received
|
*Variable
Rate Securities
|
||
Federal
Reserve Bank Book Entry
|
Payable
Date
|
Payable
Date
|
DTC
|
Payable
Date + 1
|
Payable
Date + 1
|
Bankers
Trust
|
Payable
Date + 1
|
Payable
Date + 1
|
NOTE:
|
If
a payable date falls on a weekend or bank holiday, payment will bemade
on
the immediately following business
day.
|
USBank
Corporate Reorganization Standards
Type
of Action
|
Notification to
Client
|
Deadline
for Client Instructions
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.
EXHIBIT
C
Fund
Names
Name
of Series Date
Added
Rochdale
Core Alternative Strategies Fund TEI, LLC
Rochdale
Core Alternative Strategies Fund, LLC
Rochdale
Core Alternative Strategies Master Fund, LLC
Rochdale
Core Alternative Strategies Fund (Cayman), LDC
EXHIBIT
D
Fee
Schedule
ROCHDALE
HEDGE FUND
DOMESTIC
CUSTODY SERVICES
FEE
SCHEDULE
|
Annual
Fee Based Upon Market Value Per Fund*
1.0
basis point on average daily market value**
Minimum
annual fee per fund - $6,000
Plus
portfolio transaction fees
i. Portfolio
Transaction Fees
$
4.00 per book entry DTC transaction
$
4.00 per principal paydown
$
6.00 per short sale
$
7.00 per US Bank repurchase agreement transaction
$
8.00 per option/future contract written, exercised or expired
$10.00
per book entry Federal Reserve transaction
$15.00
per mutual fund trade
$25.00
per physical security transaction
$50.00
per Cedel/Euroclear transaction
$
5.00 per disbursement (waived if U.S. Bancorp is
Administrator)
$
6.00 per Fed Wire
$15.00
per margin variation Fed wire
$150.00
per segregated account per year
· A
transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
· No
charge for the initial conversion free receipt.
· Overdrafts
- charged to the account at prime interest rate plus 2.
Plus
Out-Of-Pocket Expenses
-
Including but not limited to expenses incurred in the safekeeping,
delivery and receipt of securities, shipping, transfer fees, extraordinary
expenses based upon complexity, and all other out-of-pocket
expenses.
Fees
are billed monthly.
*
Subject to annual CPI increase, Milwaukee MSA.
**
“average daily market value” shall mean such market value of the combined
assets only of the Tax-Exempt and Taxable
Funds.
|
2