Unassociated Document


    


    CAMPBELL
ALTERNATIVE ASSEST TRUST

    GLOBAL
INSTITUTIONAL

    MASTER
CUSTODY AGREEMENT

    (Delaware
Statutory Trust)

     

    THIS AGREEMENT, effective as
of the 29th day of
July, 2009, is made between CAMPBELL ALTERNATIVE ASSEST
TRUST (the “TRUST”) , a Delaware Statutory Trust organized and existing
under the laws of Delaware (the "Trust"), and THE NORTHERN TRUST
COMPANY, an Illinois corporation, of Chicago, Illinois
("Northern").

    


    The Trust  hereby appoints
Northern as its agent to establish and maintain a custody account in the name of
the Trust (the "Account") and to hold in such Account those assets of the Trust
as are transferred to it from time to time.

    


    The Trust shall direct Northern to
establish one or more separate accounts ("Separate Account") for cash,
securities and other property of the Account received by Northern from time to
time.  Each Separate Account shall be managed by either the
Trust  or an investment manager appointed by the Trust.  By
written direction the Trust  will designate assets of the Account to
be allocated to each Separate Account and direct Northern to transfer assets of
the Account to or from each Separate Account.  With respect to cash
deposited in Northern’s banking department, the Separate Accounts are maintained
as a matter of convenience and, therefore, Northern may aggregate the Separate
Accounts for purposes of its depository requirements.  All assets,
other than cash, will be maintained by Northern in segregated accounts and
accounted for separately from Northen’s own assets.

    


    Unless directed otherwise in writing by
the Trust, Northern shall have with respect to the Account the powers and duties
as hereinafter provided, except that no such direction shall change Northern’s
powers and duties hereunder without Northern’s consent.

    


    Northern and the Trust agree as
follows:

    


    1.   Northern shall hold
and safeguard the cash, securities, and other property in the Account and shall
collect the income and principal thereof when due.

    


    2.   Northern may hold
securities or other property of each Separate Account through an agent or in the
name of its nominee or in a corporate depository or federal book entry account
system or other form as it deems best.  All securities held directly or
indirectly in the Account shall be segregated on Northern’s books and records
from Northern’s own assets and the assets of other Northern clients, and shall
be held by Northern for the exclusive account and benefit of the Trust, and beneficial ownership of the
securities shall at all times remain vested in the Trust; the books and records of Northern
shall so identify the securities and the Account.  Northern
shall forward any proxies relating to securities or other property held in the
Account to the appropriate investment manager, or, in accounts where no
investment manager has been appointed, to the Trust, or  the Trust’s
designee, and Northern shall process such proxies as directed by the investment
manager, Trust, or the Trust's designee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.   With respect to a
Separate Account managed by the Trust, all security transactions shall be placed
through brokers of its choice.  Each investment manager appointed by
the Trust is authorized to execute security trades directly with respect to its
respective Separate Account.  Northern is hereby directed to receive
and pay for securities purchased, in accordance with industry practice, and to
deliver, in accordance with industry practice, securities sold, by the Trust or
by an investment manager.  The Trust has the right under applicable
law to receive, at no additional cost, separate notifications of certain
securities transactions; however, unless the Trust directs otherwise in writing,
the Trust  agrees not to receive such separate notifications of
securities transactions and that all securities transactions will be reported on
the Trust’s periodic statements of account.  Under no circumstance
shall Northern pay any money to an investment manager except pursuant to written
instructions by the Trust.  Northern shall issue its operating
instructions to the Trust and to an investment manager as it deems
appropriate.

    


    4.   Northern is
authorized, but shall not be obligated, to credit the Account provisionally on
payable date with interest, dividends, distributions, redemptions or other
amounts due.  Otherwise, such amounts will be credited to the Account
on the date such amounts are actually received by Northern and reconciled to
the  Account.  In cases where Northern has credited the
Account with such amounts prior to actual collection and reconciliation, the
Trust agrees that Northern may reverse such credit as of payable date if and to
the extent that it does not receive such amounts in the ordinary course of
business.  The Trust acknowledges that Northern shall be entitled to
recover from the Trust on demand such provisional credit, plus its fee,
applicable from time to time, in connection with such provisional
credit.

    


    5.   Northern is
authorized, but shall not be obligated, to advance its own funds to complete
transactions in cases where adequate funds may not otherwise be available to the
Account. The Trust acknowledges that Northern shall be entitled to repayment of
any amounts advanced plus its fee, applicable from time to time, in connection
with advancing such funds.

    


    6.   The Trust
recognizes that any decision to effect a provisional credit or an advancement of
Northern’s own funds to the Account pursuant to this Agreement will be an
accommodation granted entirely at Northern’s option and in light of the
particular circumstances, which circumstances may involve conditions in
different countries, markets and classes of assets at different
times.  All amounts thus due to Northern under this agreement with
respect to a provisional credit or advancement of Northern's funds to the
Account shall be paid by Northern from the Account unless otherwise paid by the
Trust on a timely basis and in that connection the Trust acknowledges that
Northern has a continuing lien on all Account assets to secure such payments and
agrees that Northern may apply or set off against such amounts any amounts
credited by or due from Northern to the Trust.  If funds in the
Account are insufficient to make any such payment, the Trust shall deliver to
Northern the amount of such deficiency in immediately available funds when and
as specified by Northern’s written or oral notification.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    7.   Northern may
execute and deliver as agent of the Trust, and pursuant to the Trust's
directions or the directions of an investment manager, any assignments, stock or
bond powers or other documents or instruments and, in particular (a) may sell,
assign, transfer, or make other disposition of any security or other property in
the Account in accordance with industry practice; (b) may obtain any payment
due; and (c) may make payment in accordance with industry practice for any
securities purchased or otherwise acquired.  Northern may execute any
and all documents by signing as agent of the Trust or as its attorney-in-fact
pursuant to this authorization.

    


    8.   Subject to contrary
instructions from the Trust or an investment manager, United States Dollars held
by Northern shall be invested for short term purposes in the investment fund
specified in a separate writing from the Trust  (which writing may be
modified by the Trust from time to time).  The Trust accepts that
temporary cash investments may require additional documentation and such
investments may include, without limitation, deposit obligations of Northern’s
banking department or that of an affiliate, common and collective funds
maintained by Northern or an affiliate, and money market mutual funds of which
Northern or an affiliate may be a sponsor, investment advisor, manager or
custodian, and from which Northern or an affiliate may receive separate
compensation.

    


    9.  Northern shall at all
times exercise due care in dealing with the Accounts pursuant to the standard of
care of a prudent, professional custodian for hire in the United States with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a professional custodian acting in like capacity and familiar with such
matters would use.

    


    10.   If a corporation
whose common stock declares a dividend in such stock, and payment of such
dividend results in a fractional share, Northern shall sell such
fraction.

    


    11.   Northern’s duties
shall be limited to those expressly set forth in this
agreement.  Northern shall have no obligation to make any investment
review, to consider the propriety of holding or selling any property in the
Account or to provide any advice.  Northern shall incur no liability
to the Trust, or the Account for any act taken or omitted by Northern or any of
its agents pursuant to this agreement and shall be indemnified by the
Trust  for any losses, expenses, penalties or taxes arising from
following directions given to Northern pursuant to this agreement or for failing
to act in the absence of directions.  Northern shall have no
responsibility for the solvency or financial condition of any agent engaged in
connection with the provision of services to the Account, and shall incur no
liability to the Trust, or the Account for any loss arising
therefrom.  This paragraph 11 shall survive the termination of this
agreement.

    


    12.   Northern shall
furnish the Trust with periodic statements of account showing all receipts and
disbursements and the property in each Separate Account and the market value
thereof.  Northern shall provide the Trust  with daily
access to unaudited data pursuant to Northern’s Northern Trust Passport®
applications, subject to such additional terms and conditions as Northern may
require.  Account statements will be provided
monthly.  Northern shall incur no liability to the Trust or the
Account for any loss which may arise from the mispricing of Account assets by
any broker, pricing service or other person upon whose valuation Northern relies
in good faith.  A statement of account shall be approved by the
Trust  by written notice delivered to Northern or by failure to object
to the statement of account within sixty (60) days of the date upon which the
statement of account was delivered to the Trust.  To the extent
permitted by law, the approval of a statement of account shall constitute a full
and complete discharge to Northern as to all matters set forth in that statement
of account.  In no event shall Northern be precluded from having its
statement of account settled by a judicial proceeding.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    13.   This agreement may
be terminated at any time upon thirty (30) days written notice from the Trust to
Northern or from Northern to the and upon the expiration of such forty-five (45)
day period, Northern shall promptly deliver all cash, securities and other
property then in the Account to the Trust or in accordance with the Trust’s
order.

    


    14.   The Trust warrants
that the performance by Northern of its duties in accordance with this agreement
will not cause Northern to violate any applicable law, and that applicable law
imposes no duties beyond those expressly assumed by Northern under this
agreement.

    


    15.   Northern shall
receive such reasonable compensation for its services as agreed upon from time
to time between it and theTrust.  In addition, Northern shall be
reimbursed for any expenses (including accounting and legal fees) it reasonably
incurs in connection with the Account.  Those items of expense and
compensation shall be paid from the Account unless otherwise agreed in
writing.  This paragraph 15 shall survive the termination of this
agreement.

    


    16.   Northern shall
make distributions from the Account to such persons, in such amounts, at such
times and in such manner as the Trust shall from time to time direct in
writing.  Northern shall not be liable for any distribution made in
good faith without actual notice or knowledge of the changed condition or status
of the recipient.  If any distribution made by Northern is returned
unclaimed, it shall notify the Trust and shall dispose of the distribution as
the Trust  directs.  Pursuant to making distributions,
Northern may deposit cash in any depository including its own banking
department, without any liability for the payment of interest thereon,
notwithstanding Northern’s receipt of “float” from such uninvested
cash.

    


    17.   Northern shall
have no duty to file any tax information, reports, returns or other filings of
any kind except where it is directed by the Trust and consents in writing to do
so.

    


    18.   The provisions of
the law of New York shall govern the validity, interpretation and enforcement of
this agreement.  The invalidity of any part of this agreement shall
not affect the remaining parts hereof.  This agreement may be modified
at any time by a writing signed by the parties hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    19.   Any action
required to be taken by the Trust shall be by the written direction of one or
more person or persons as shall be authorized by the Trust and
as  identified in a certificate signed by the  Trust, which
certificate shall be on file with Northern.   Northern may
conclusively rely on a direction which it believes in good faith is from a
person or persons identified as provided above until further written notice from
the Trust. Northern
shall incur no liability to the  the Trust or the Account for acting
on any instruction, direction or other communication on which Northern is
authorized to rely pursuant to this agreement, or for any delay in delivery or
non-delivery or error in transmission.

    


    Notices
to the Trust shall be sent to:

    


    Thomas P.
Lloyd &

    Gregory
T. Donovan

    Campbell
& Company, Inc.

    2850
Quarry Lake Drive

    Baltimore,
MD 21209

    


    20.   Notwithstanding
any other provision of this agreement, instructions, directions and other
communications provided under this agreement may be given to Northern by letter,
telex, SWIFT or other electronic or electro-mechanical means deemed acceptable
by Northern, including the use of Northern’s Northern Trust Passport®
applications, subject to such additional terms and conditions as Northern may
require.  In its sole discretion, Northern may, but shall not be
required to, accept instructions, directions or other communications given to
Northern by telephone.  Any instructions, directions or other
communications given to Northern by telephone shall promptly thereafter be
confirmed in writing, but Northern will incur no liability for the Trust’s
failure, or the failure of an investment manager, to send such written
confirmation or for the failure of any such written confirmation to conform to
the telephonic instruction received by Northern.

    


    21.   Northern shall
incur no liability to the Trust, or the Account (i) for any indirect,
incidental, consequential, special, exemplary or punitive damages, whether or
not Northern knew of the likelihood of such damages, or (ii) for any delay in
performance, or non-performance, of any obligation hereunder to the extent that
the same is due to forces beyond Northern’s reasonable control, including but
not limited to delays, errors or interruptions caused by the Trust or third
parties, any industrial, juridical, governmental, civil or military action, acts
of terrorism, insurrection or revolution, nuclear fusion, fission or radiation,
failure or fluctuation in electrical power, heat, light, air conditioning or
telecommunications equipment, or acts of God.

    


    22.           The
Trust may engage Northern or any of Northern’s affiliates, as the Trust’s agent,
to provide transition or liquidation services in connection with the removal of
an investment manager, or for any other reason, pursuant to a separate written
agreement between the Trust and Northern or any of Northern’s
affiliates.  The Trust may engage Northern Trust Securities, Inc., or
any other of Northern’s affiliates, as a commission recapture
provider.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS
WHEREOF, the and Northern have each executed this agreement by their
respective duly authorized officers, effective as of the day and year first
above written.

    


    CAMPBELL
ALTERNATIVE ASSET  TRUST by Campbell  & Company , Inc.,
its as Managing  Operator

    


    By:  
 /s/ Gregory T.
Donovan

    Gregory T. Donovan

    


    Its:  Chief Financial
Officer

    


    By:  
 /s/ Theresa D.
Becks

    Theresa D. Becks

    


    Its:
President &
CEO

    


    


    


    The
undersigned, Thomas P. Lloyd , does hereby certify that he/she is the duly
elected, qualified and acting General Counsel of Campbell & Company, Inc.,
the Managing Operator (the “Managing Operator”) of Campbell Alernative Asset
Trust  (“the “Trust”) and further certifies that the signatures that
appear above are of  duly elected, qualified and acting officers of
the Managing Operator with full power and authority to execute this Master
Custody Agreement on behalf of the Trust and the Managing Operator and to take
such other actions and execute such other documents as may be necessary to
effectuate this agreement.

    


    /s/ Thomas P.
Lloyd

        General
Counsel

    


    


     THE NORTHERN TRUST
COMPANY

    


     By: /s/ Ryan
Burns

            
     Ryan Burns

    


     Its:
Vice
President