EXHIBIT (h)2
FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 6th day of June,
2001, by and between Alpine Series Trust, a business trust organized under the
laws of the State of Massachusetts (the "Trust") and Firstar Mutual Fund
Services, LLC, a limited liability company organized under the laws of the State
of Wisconsin ("FMFS").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with
its own separate investment portfolio;
WHEREAS, FMFS is a limited liability company and, among other things, is
in the business of providing mutual fund accounting services to investment
companies; and
WHEREAS, the Trust desires to retain FMFS to provide accounting services
to each series of the Trust listed on Exhibit A attached hereto, (each
hereinafter referred to as a "Fund"), as it may be amended from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and FMFS agree as follows:
1. APPOINTMENT OF FUND ACCOUNTANT
The Trust hereby appoints FMFS as Fund Accountant of the Trust on the
terms and conditions set forth in this Agreement, and FMFS hereby
accepts such appointment and agrees to perform the services and duties
set forth in this Agreement in consideration of the compensation
provided for herein.
2. DUTIES AND RESPONSIBILITIES OF FMFS
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date+1 basis using
security trade information communicated from the
investment manager.
(2) For each valuation date, obtain prices from a pricing
source approved by the Board of Trustees of the Trust
and apply those prices to the portfolio positions. For
those securities where market quotations are not readily
available, the Board of Trustees of the Trust shall
approve, in good faith, the method for determining the
fair value for such securities.
(3) Identify interest and dividend accrual balances as of
each valuation date and calculate gross earnings on
investments for the accounting period.
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(4) Determine gain/loss on security sales and identify them
as, short-term or long-term; account for periodic
distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each
valuation date.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual
amounts as directed by the Trust as to methodology, rate
or dollar amount.
(2) Record payments for each Fund's expenses upon receipt of
written authorization from the Trust.
(3) Account for each Fund's expenditures and maintain
expense accrual balances at the level of accounting
detail, as agreed upon by FMFS and the Trust.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for share purchases, sales, exchanges,
transfers, dividend reinvestments with respect to each
Fund, and other Fund share activity as reported by the
transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Trust.
(3) Determine net investment income (earnings) for each Fund
as of each valuation date. Account for periodic
distributions of earnings to shareholders and maintain
undistributed net investment income balances as of each
valuation date.
(4) Maintain a general ledger and other accounts, books, and
financial records for each Fund in the form as agreed
upon.
(5) Determine the net asset value of each Fund according to
the accounting policies and procedures set forth in the
applicable Fund's Prospectus.
(6) Calculate per share net asset value, per share net
earnings, and other per share amounts reflective of each
Fund's operations at such time as required by the nature
and characteristics of such Fund.
(7) Communicate, at an agreed upon time, the per share price
for each valuation date to parties as agreed upon from
time to time.
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(8) Prepare monthly reports that document the adequacy of
accounting detail to support month-end ledger balances.
D. Tax Accounting Services:
(1) Maintain accounting records for the investment portfolio
of each Fund to support the tax reporting required for
IRS-defined regulated investment companies.
(2) Maintain tax lot detail for the investment portfolio of
each Fund.
(3) Calculate taxable gain/loss on security sales using the
tax lot relief method designated by the Trust.
(4) Provide the necessary financial information to support
the taxable components of income and capital gains
distributions to the transfer agent to support tax
reporting to the shareholders.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support
financial statement preparation by making the Funds'
accounting records available to the Trust, the
Securities and Exchange Commission, and the outside
auditors.
(2) Maintain accounting records according to the 1940 Act
and regulations provided thereunder
F. FMFS will perform the following accounting functions on a daily
basis:
(1) Reconcile cash and investment balances of each Fund with
the Trust's custodian, and provide the Fund's investment
adviser with the beginning cash balance available for
investment purposes;
(2) Transmit or mail a copy of the portfolio valuation to
each Fund's investment adviser;
(3) Review the impact of current day's activity on a per
share basis, review changes in market value.
G. In addition, FMFS will:
(1) Prepare monthly security transactions listings;
(2) Supply various Trust, Fund and class statistical data as
requested by the Trust on an ongoing basis.
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3. PRICING OF SECURITIES
For each valuation date, obtain prices from a pricing source selected by
FMFS but approved by the Board of Trustees and apply those prices to the
portfolio positions of each Fund. For those securities where market
quotations are not readily available, the Board of Trustees of the Trust
shall approve, in good faith, the method for determining the fair value
for such securities.
If the Trust desires to provide a price that varies from the pricing
source, the Trust shall promptly notify and supply FMFS with the
valuation of any such security on each valuation date. All pricing
changes made by the Trust will be in writing and must specifically
identify the securities to be changed by CUSIP, name of security, new
price or rate to be applied, and, if applicable, the time period for
which the new price(s) is/are effective.
4. CHANGES IN ACCOUNTING PROCEDURES
Any resolution passed by the Board of Trustees of the Trust that affects
accounting practices and procedures under this Agreement shall be
effective upon written receipt and acceptance by the FMFS.
5. CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC.
FMFS reserves the right to make changes from time to time, as it deems
advisable, relating to its services, systems, programs, rules, operating
schedules and equipment, so long as such changes do not adversely affect
the service provided to the Trust under this Agreement.
6. COMPENSATION
FMFS shall be compensated for providing the services set forth in this
Agreement in accordance with the Fee Schedule attached hereto as Exhibit
A and as mutually agreed upon and amended from time to time. The Trust
agrees to pay all fees and reimbursable expenses within ten (10)
business days following the receipt of the billing notice.
Notwithstanding anything to the contrary, amounts owed by the Trust to
FMFS shall only be paid out of the assets and property of the particular
Fund involved.
7. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. FMFS shall exercise reasonable care and act in good faith in the
performance of its duties under this Agreement. FMFS shall not
be liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with matters to which
this Agreement relates, including losses resulting from
mechanical breakdowns or the failure of communication or power
supplies beyond FMFS's control, except a loss arising out of
relating to or resulting from FMFS's refusal or failure to
comply with the terms of this Agreement or from bad
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faith, negligence, or willful misconduct on its part in the
performance of its duties under this Agreement. Notwithstanding
any other provision of this Agreement, if FMFS has exercised
reasonable care in the performance of its duties under this
Agreement, the Trust shall indemnify and hold harmless FMFS from
and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of
any and every nature (including reasonable attorneys' fees)
which FMFS may sustain or incur or which may be asserted against
FMFS by any person arising out of any action taken or omitted to
be taken by it in performing the services hereunder (i) in
accordance with the foregoing standards, or (ii) in reliance
upon any written or oral instruction provided to FMFS by any
duly authorized officer of the Trust, such duly authorized
officer to be included in a list of authorized officers
furnished to FMFS and as amended from time to time in writing by
resolution of the Board of Trustees of the Trust, except for any
and all == claims, demands, losses, expenses, and liabilities
arising out of or relating to FMFS's refusal or failure to
comply with the terms of this Agreement or from bad faith,
negligence or from willful misconduct on its part in performance
of its duties under this Agreement.
FMFS shall indemnify and hold the Trust harmless from and
against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of
any and every nature (including reasonable attorneys' fees)
which the Trust may sustain or incur or which may be asserted
against the Trust by any person arising out of any action taken
or omitted to be taken by FMFS as a result of FMFS's refusal or
failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FMFS shall
take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond FMFS's
control. FMFS will make every reasonable effort to restore any
lost or damaged data and correct any errors resulting from such
a breakdown at the expense of FMFS. FMFS agrees that it shall,
at all times, have reasonable contingency plans with appropriate
parties, making reasonable provision for emergency use of
electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Trust shall be
entitled to inspect FMFS's premises and operating capabilities
at any time during regular business hours of FMFS, upon
reasonable notice to FMFS.
Regardless of the above, FMFS reserves the right to reprocess
and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this
section 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 which presents or appears likely to
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present the probability of a claim for indemnification. The
indemnitor shall have the option to defend the indemnitee
against any claim which 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. 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.
C. FMFS is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of
the Trust and agrees that obligations assumed by the Trust
pursuant to this Agreement shall be limited in all cases to the
Trust and its assets, and if the liability relates to one or
more series, the obligations hereunder shall be limited to the
respective assets of such series. FMFS further agrees that it
shall not seek satisfaction of any such obligation from the
shareholder or any individual shareholder of a series of the
Trust, nor from the Trustees or any individual Trustee of the
Trust.
8. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present, or potential shareholders of the Trust (and clients of said
shareholders), and not to use such records and information for any
purpose other than the performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not
be withheld where FMFS may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
[Further, the FMFS will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the Xxxxxx-Xxxxx-Xxxxxx Act (the "Act") and
Regulation S-P thereunder, as may be modified from time. Notwithstanding
the foregoing, FMFS will not share any nonpublic personal information
concerning any of the Trust's current or past shareholders to any
nonaffiliated third parties unless necessary to carry out the services
required by this Agreement, or allowed under one of the exceptions noted
under the Act, or as specifically directed by the Trust.
9. TERM OF AGREEMENT; ASSIGNMENT
This Agreement shall become effective as of the date hereof and will
continue in effect for a period of one year. This Agreement may be
terminated by either party upon giving ninety (90) days prior written
notice to the other party or such shorter period as is mutually agreed
upon by the parties. However, this Agreement may be amended by
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mutual written consent of the parties. This Agreement and any right or
obligation hereunder may not be assigned by FMFS without the consent of
the Trust.
10. RECORDS
FMFS shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem
advisable and is agreeable to the Trust, but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act, and the rules thereunder. FMFS
agrees that all such records prepared or maintained by FMFS relating to
the services to be performed by FMFS hereunder are the property of the
Trust and will be preserved, maintained, and made available in
accordance with such section and rules of the 1940 Act and will be
promptly surrendered to the Trust on and in accordance with its request.
11. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin. However, nothing herein shall be construed in a
manner inconsistent with the 1940 Act or any rule or regulation
promulgated by the SEC thereunder.
12. DUTIES IN THE EVENT OF TERMINATION
In the event that in connection with termination, a successor to any of
FMFS's duties or responsibilities hereunder is designated by the Trust
by written notice to FMFS, FMFS will promptly, upon such termination and
at the expense of the Trust (except where such termination follows a
breach of the Agreement by FMFS) transfer to such successor all relevant
books, records, correspondence and other data established or maintained
by FMFS under this Agreement in a form reasonably acceptable to the
Trust (if such form differs from the form in which FMFS has maintained
the same, the Trust shall pay any expenses associated with transferring
the same to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from
FMFS's personnel in the establishment of books, records and other data
by such successor.
13. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower FMFS to
act as agent for the other party to this Agreement, or to conduct
business in the name of, or for the account of the other party to this
Agreement.
14. DATA NECESSARY TO PERFORM SERVICES
The Trust or its agent, which may be FMFS, shall furnish to FMFS the
data necessary to perform the services described herein at such times
and in such form as mutually agreed upon. If FMFS is also acting in
another capacity for the Trust, nothing herein shall be deemed to
relieve FMFS of any of its obligations in such capacity.
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15. NOTIFICATION OF ERROR
The Trust will notify FMFS of any discrepancy between FMFS and the
Trust, including, but not limited to, failing to account for a security
position in the fund's portfolio, by the later of: within three (3)
business days after receipt of any reports rendered by FMFS to the
Trust; within three (3) business days after discovery of any error or
omission not covered in the balancing or control procedure, or within
three (3) business days of receiving notice from any shareholder.
16. NOTICES
Notices of any kind to be given by either party to the other party shall
be in writing and shall be duly given if mailed or delivered as follows:
Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
Alpine Series Trust
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
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 day and year first written above.
ALPINE SERIES TRUST FIRSTAR MUTUAL FUND SERVICES, LLC
By: By:
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Print: Print:
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Title: Title:
----------------------------- -----------------------------
Date: Date:
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FUND ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE
EXHIBIT A
Separate Series of Alpine Series Trust
NAME OF SERIES DATE ADDED
Alpine Dynamic Balance Fund 06/06/01
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(The custom fee schedule for the Alpine Series Trust will be in place for 3
years. The fees will not be subject to any material changes, which does not
include CPI increases, or various changes to out-of-pocket expenses.)
Domestic Balanced Funds
Annual Minimum Fee of $25,000 which includes the first $27,500,000
Plus
2.0 basis points from $27,500,001 to $300 Million
1.5 basis points on the next $500 Million
1.0 basis point on the excess
Multi-Classes: Each class is an additional 35% of the charge of the initial
class.
Special Reports charge:
Labor: Senior Staff $150.00 per hour
Junior Staff $75.00 per hour
Computer time $45.00 per hour
Annual Midwest Regional CPI increase
All fees are billed monthly plus out-of-pocket expenses, including pricing
service:
Domestic and Canadian Equities $.15
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Options $.15
Corp/Gov/Agency Bonds $.50
CMO's $.80
International Equities and Bonds $.50
Municipal Bonds $.80
Money Market Instruments $.80
Per fund per month - Mutual Funds $125
Extraordinary services - quoted separately
Conversion Estimate - one month's fee
NOTE - All schedules subject to change depending upon the use of derivatives -
options, futures, short sales, etc.
Factor Services (BondBuyer)
Per CMO - $1.50/month
Per Mortgage Backed - $0.25/month
Minimum - $300/month
ALL PRICING VALID FOR 45 DAYS
