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EXHIBIT 9(A)
MANAGEMENT AND ADMINISTRATION AGREEMENT
AGREEMENT made this 27th day of April, 1998, between ALPINE
EQUITY TRUST (the "Trust"), a Massachusetts business trust having its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000, and
BISYS FUND SERVICES OHIO, INC. ("Administrator"), having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust is an open-end management investment
company, organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission (the "Commission") under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust desires to retain Administrator to furnish
management and administration services to each of the investment portfolios of
the Trust, all as now or hereafter may be created (individually referred to
herein as a "Fund" and collectively referred to herein as the "Funds").
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein set forth, the parties agree as follows:
1. SERVICES AS MANAGER AND ADMINISTRATOR
Subject to the direction and control of the Board of
Trustees of the Trust, Administrator will assist in supervising all aspects of
the operations of the Funds except those performed by the investment adviser for
the Funds under its Investment Advisory Agreement, the custodian for the Funds
under its Custodian Agreement, the transfer agent for the Funds under its
Transfer Agency Agreement and the fund accountant for the Funds under its Fund
Accounting Agreement. In addition, Administrator shall provide the services set
forth in Schedule A attached hereto.
Administrator may, at its expense, subcontract with
any entity or person concerning the provision of the services contemplated
hereunder; provided, however, that Administrator shall not be relieved of any of
its obligations under this Agreement by the appointment of such subcontractor
and provided further, that Administrator shall be responsible, to the extent
provided in Section 4 hereof, for all acts of such subcontractor as if such acts
were its own.
2. FEES; EXPENSES; EXPENSE REIMBURSEMENT
In consideration of services rendered and expenses
assumed pursuant to this Agreement, Administrator shall be entitled to receive
the compensation set forth in the Omnibus Fee Agreement among Administrator,
BISYS Fund Services, Inc., and the Trust dated April 27, 1998.
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For the purpose of determining fees payable to
Administrator, the value of the net assets of a particular Fund shall be
computed in the manner described in the Trust's Declaration of Trust or in the
Prospectus or Statement of Additional Information respecting that Fund as from
time to time is in effect for the computation of the value of such net assets in
connection with the determination of the liquidating value of the shares of such
Fund.
Administrator will from time to time employ or
associate with itself such person or persons as Administrator may believe to be
particularly fitted to assist it in the performance of this Agreement. Such
person or persons may be directors, officers, or employees who are employed by
both Administrator and the Trust. The compensation of such person or persons
shall be paid by Administrator and no obligation may be incurred on behalf of
the Funds in such respect. Other expenses to be incurred in the operation of the
Funds including taxes, interest, brokerage fees and commissions, if any, fees of
Trustees who are not partners, officers, directors, shareholders or employees of
Administrator or the investment adviser or distributor for the Funds, Commission
fees and state Blue Sky qualification and renewal fees and expenses, investment
advisory fees, custodian fees, transfer and dividend disbursing agents' fees,
fund accounting fees including pricing of portfolio securities, service
organization fees, certain insurance premiums, outside and, to the extent
authorized by the Trust, inside auditing and legal fees and expenses, costs of
maintenance of corporate existence, typesetting and printing prospectuses for
regulatory purposes and for distribution to current shareholders of the Funds,
costs of shareholders' and Trustees' reports and meetings and any extraordinary
expenses will be borne by the Funds; provided, however, that the Funds will not
bear, directly or indirectly, the cost of any activity which is primarily
intended to result in the distribution of shares of the Funds.
3. PROPRIETARY AND CONFIDENTIAL INFORMATION
Administrator agrees on behalf of itself and its
officers and employees to treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and prior,
present, or potential shareholders, and not to disclose such information and
records to third parties or use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where Administrator
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by the Trust.
4. LIMITATION OF LIABILITY
Administrator shall not be liable for any loss
suffered by the Funds in connection with the matters to which this Agreement
relates, except for a loss resulting from willful misfeasance, bad faith or
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also a director, employee, or agent of Administrator, who may be or
become an officer, Trustee, employee, or agent of the Trust or the Funds shall
be deemed, when rendering services
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to the Trust or the Funds, or acting on any business of that party, to be
rendering such services to or acting solely for that party and not as a
director, employee, or agent or one under the control or direction of
Administrator even though paid by it.
5. TERM
The initial term of this Agreement (the "Initial
Term") shall be for a period commencing on the date first written above and
ending on April 27, 1999. Thereafter, this Agreement shall be renewed
automatically for successive one-year terms unless written notice not to renew
is given by the non-renewing party to the other party at least 90 days prior to
the expiration of the then-current term. Notwithstanding the foregoing, either
party may terminate this Agreement without penalty, during the Initial Term or
any subsequent one-year term, upon the provision of 90 days written notice to
the other party.
Notwithstanding the foregoing, after a termination of
this Agreement, for so long as Administrator, with the written consent of the
Trust, in fact continues to perform any one or more of the services contemplated
by this Agreement or any schedule or exhibit hereto, the provisions of this
Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Compensation due
Administrator and unpaid by the Trust upon such termination shall be immediately
due and payable upon and notwithstanding such termination. Administrator shall
be entitled to collect from the Trust, in addition to the compensation described
in this Section 5, the amount of all of Administrator's cash disbursements for
services in connection with Administrator's activities in effecting such
termination, including without limitation, the delivery to the Trust and/or its
designees of the Trust's property, records, instruments and documents, or any
copies thereof. Subsequent to such termination, for a reasonable fee,
Administrator will provide the Trust with reasonable access to any Trust
documents or records remaining in its possession.
In the event that, in connection with a termination
of this Agreement, a successor to any of Administrator's duties or
responsibilities hereunder is designated by the Trust by notice to
Administrator, Administrator will promptly, upon such termination, transfer to
such successor all relevant books, records, correspondence, and other data
established or maintained by Administrator under this Agreement in a form
reasonably acceptable to the Trust, and will cooperate in the transfer of such
duties and responsibilities.
6. GOVERNING LAW AND MATTERS RELATING TO THE TRUST AS A
MASSACHUSETTS BUSINESS TRUST
This Agreement shall be governed by the law of the
State of Ohio. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind only the
trust property of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither
such authorization by the Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them
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individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in the Trust's Agreement
and Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first written above.
ALPINE EQUITY TRUST BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxx
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Title: CEO Title: President
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Date: September 17, 1998 Date: September 29, 1998
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Dated: April 27, 1998
SCHEDULE A
TO THE
MANAGEMENT AND ADMINISTRATION AGREEMENT
BETWEEN ALPINE EQUITY TRUST
AND
BISYS FUND SERVICES OHIO, INC.
SERVICES
Administrator shall:
(a) calculate contractual Trust expenses and control all
disbursements for the Trust, and as appropriate compute the
Funds' yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average
dollar-weighted maturity;
(b) assist Trust counsel with the preparation of prospectuses,
statements of additional information, registration statements,
proxy materials and Board Meeting agendas;
(c) prepare such reports, applications and documents (including
reports regarding the sale and redemption of shares as may be
required in order to comply with Federal and state securities
law) as may be necessary or desirable to register the Trust's
shares with state securities authorities, monitor the sale of
Trust shares for compliance with state securities laws, and
file with the appropriate state securities authorities the
registration statements and reports for the Trust and the
Trust's shares and all amendments thereto, as may be necessary
or convenient to register and keep effective the Trust and the
Trust's shares with state securities authorities to enable the
Trust to make a continuous offering of its shares;
(d) develop and prepare, with the assistance of the Trust's
investment adviser, communications to shareholders, including
the annual report to shareholders, coordinate the mailing of
prospectuses, notices, proxy statements, proxies and other
reports to Trust shareholders, and supervise and facilitate
the proxy solicitation process for all shareholder meetings,
including the tabulation of shareholder votes;
(e) administer contracts on behalf of the Trust with, among
others, the Trust's investment adviser, distributor,
custodian, transfer agent and fund accountant;
(f) supervise the Trust's transfer agent with respect to the
payment of dividends and other distributions to shareholders;
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(g) calculate performance data of the Funds for dissemination to
information services covering the investment company industry;
(h) coordinate and supervise the preparation and filing of the
Trust's tax returns;
(i) examine and review the operations and performance of the
various organizations providing services to the Trust or any
Fund of the Trust, including, without limitation, the Trust's
investment adviser, distributor, custodian, fund accountant,
transfer agent, outside legal counsel and independent public
accountants, and at the request of the Board of Trustees,
report to the Board on the performance of such organizations;
(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate the layout and
printing of the Trust's semi-annual and annual reports to
shareholders;
(k) assist with the design, development, and operation of the
Funds, including new classes, investment objectives, policies
and structure;
(l) provide individuals reasonably acceptable to the Trust's Board
of Trustees to serve as officers of the Trust, who will be
responsible for the management of certain of the Trust's
affairs as determined by the Trust's Board of Trustees;
(m) advise the Trust and its Board of Trustees on matters
concerning the Trust and its affairs;
(n) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust
in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Trust's Board of Trustees;
(o) monitor and advise the Trust and its Funds concerning their
registered investment company status under the Internal
Revenue Code of 1986, as amended;
(p) perform all administrative services and functions of the Trust
and each Fund to the extent administrative services and
functions are not provided to the Trust or such Fund pursuant
to the Trust's or such Fund's investment advisory agreement,
distribution agreement, custodian agreement, transfer agent
agreement and fund accounting agreement;
(q) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Funds as the Trust
and Administrator shall determine desirable;
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(r) prepare and file with the SEC the semi-annual report for the
Trust on Form N-SAR and all required notices pursuant to Rule
24f-2; and
(s) prepare Administrator and Distributor reports for inclusion in
Board meeting materials and review other Board meeting
materials, as requested by the Trust.
Administrator shall perform such other services for the Trust
that are mutually agreed upon by the parties from time to
time.
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