FUND ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 28th day of December,
2001, by and between Alpine Equity Trust, a business trust organized under the
laws of the State of Delaware (hereinafter referred to as 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 which is
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 fund administration services for the benefit of its
customers; and
WHEREAS, the Trust desires to retain FMFS to act as Administrator for each
series of the Trust listed on Exhibit A attached hereto, (each hereinafter
referred to as a "Fund"), as 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 Administrator
The Trust hereby appoints FMFS as Administrator 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. General Fund Management
(1) Act as liaison among all Fund service providers
(2) Supply:
a. Corporate secretarial services
b. Office facilities (which may be in FMFS's or its affiliate's
own offices)
c. Non-investment-related statistical and research data as
needed
(3) Coordinate board communication by:
a. Establishing meeting agendas
b. Preparing board reports based on financial and
administrative data
c. Evaluating independent auditor
d. Securing and monitoring fidelity bond and director and
officer liability coverage, and making the necessary SEC
filings relating thereto
e. Preparing minutes of meetings of the board and shareholders
f. Recommending dividend declarations to the Board, prepare and
distribute to appropriate parties notices announcing
declaration of dividends and other distributions to
shareholders
g. Providing personnel to serve as officers of the Trust if so
elected by the Board and attend Board meetings to present
materials for Board review
(4) Audits
a. Prepare appropriate schedules and assist independent
auditors
b. Provide information to SEC and facilitate audit process
c. Provide office facilities
(5) Assist in overall operations of the Fund
(6) Pay Fund expenses upon written authorization from the Trust
(7) Monitor arrangements under shareholder services or similar plan
B. Compliance
(1) Regulatory Compliance
a. Monitor compliance with 1940 Act requirements, including:
(i) Asset diversification tests
(ii) Total return and SEC yield calculations
(iii)Maintenance of books and records under Rule 31a-3
(iv) Code of Ethics for the disinterested trustees of the
Fund
b. Monitor Fund's compliance with the policies and investment
limitations of the Trust as set forth in each Fund's
Prospectus and Statement of Additional Information
c. Maintain awareness of applicable regulatory and operational
service issues and recommend dispositions
(2) Blue Sky Compliance
a. Prepare and file with the appropriate state securities
authorities any and all required compliance filings
(including initial filings) relating to the registration of
the securities of the Trust so as to enable the Trust to
make a continuous offering of its shares in all states
b. Monitor status and maintain registrations in each state
c. Provide information regarding material developments in state
securities regulation
(3) SEC Registration and Reporting
a. Assist Trust counsel in updating the Funds' Prospectuses and
Statement of Additional Information and in preparing proxy
statements and Rule 24f-2 notices
b. Prepare annual and semiannual reports, Form N-SAR filings
and Rule 24f-2 notices
c. Coordinate the printing, filing and mailing of publicly
disseminated Prospectuses and reports
d. File fidelity bond under Rule 17g-1
e. File shareholder reports under Rule 30b2-1
f. Monitor sales of each Fund's shares and ensure that such
shares are properly registered with the SEC and the
appropriate state authorities
g. File Rule 24f-2 notices
(4) IRS Compliance
a. Monitor Trust's status as a regulated investment company
under Subchapter M, including without limitation, review of
the following:
(i) Asset diversification requirements
(ii) Qualifying income requirements
(iii) Distribution requirements
b. Calculate required distributions (including excise tax
distributions)
C. Financial Reporting
(1) Provide financial data required by each Fund's Prospectus and
Statement of Additional Information;
(2) Prepare financial reports for officers, shareholders, tax
authorities, performance reporting companies, the board, the SEC,
and independent auditors;
(3) Supervise the Trust's Custodian and Fund Accountants in the
maintenance of the Trust's general ledger and in the preparation
of the Funds' financial statements, including oversight of
expense accruals and payments, of the determination of net asset
value of the Trust's net assets and of the Trust's shares, and of
the declaration and payment of dividends and other distributions
to shareholders;
(4) Compute the yield, total return and expense ratio of each class
of each Fund, and each Fund's portfolio turnover rate; and
(5) Monitor the expense accruals and notify Trust management of any
proposed adjustments.
(6) Prepare monthly financial statements, which will include without
limitation the following items: - Schedule of Investments -
Statement of Assets and Liabilities - Statement of Operations -
Statement of Changes in Net Assets - Cash Statement - Schedule of
Capital Gains and Losses
(7) Prepare quarterly broker security transaction summaries.
D. Tax Reporting
(1) Prepare and file on a timely basis appropriate federal and state
tax returns including, without limitation, Forms 1120/8610 with
any necessary schedules
(2) Prepare state income breakdowns where relevant
(3) File Form 1099 Miscellaneous for payments to trustees and other
service providers
(4) Monitor wash losses
(5) Calculate eligible dividend income for corporate shareholders
3. Compensation
The Trust, on behalf of the Funds, agrees to pay FMFS for the performance
of the duties listed in this Agreement, the fees and out-of-pocket expenses as
set forth in the attached Exhibit A. 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.
These fees may be changed from time to time, subject to mutual written
Agreement between the Trust and FMFS.
The Trust agrees to pay all fees and reimbursable expenses within ten (10)
business days following the receipt of the billing notice.
4. Performance of Service; Limitation of Liability
A. FMFS shall exercise reasonable care and to 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 or relating to FMFS's
refusal or failure to comply with the terms of this Agreement or from
bad 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
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.
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.
C. FMFS is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of 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.
5. 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.]
6. Term of Agreement
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 mutual written consent of the parties. This
Agreement and any right or obligation hereunder may not be assigned FMFS with
the consent of the Trust.
7. 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.
8. Governing Law
This Agreement shall be construed and the provisions thereof interpreted
under and 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 Securities and Exchange Commission
thereunder.
9. 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 this
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 Trust 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 FMFS's personnel in the establishment of books, records, and other data by
such successor.
10. 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.
11. 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 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.
12. 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 Equity 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 or one or more counterparts as of the day
and year first written above.
Alpine Equity Trust FIRSTAR MUTUAL FUND SERVICES, LLC
By: ______________________________ By: ________________________________
Print:_____________________________ Print:_______________________________
Title: ____________________________ Title: ______________________________
Date:_____________________________ Date:_______________________________
Attest:____________________________ Attest:______________________________
Fund Administration and Compliance
Annual Fee Schedule
Exhibit A
Separate Series of Alpine Equity Trust
Name of Series Date Added
Alpine U.S. Real Estate Equity Fund 12/28/01
Alpine International Real Estate Equity Fund
Alpine Realty Income & Growth Fund
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ALPINE EQUITY TRUST
Amendment to the fund administration servicing agreement
THIS AMENDMENT dated as of January 1, 2002 to the Fund Administration
Servicing Agreement dated as of the 28th day of December, 2001, by and between
Alpine Equity Trust, a business trust organized under the laws of the State of
Massachusetts (the "Trust") and Firstar Mutual Fund Services, LLC, a Wisconsin
limited liability company shall be as follows:
Effective January 1, 2002, the name Firstar Mutual Fund Services, LLC has
been changed to U.S. Bancorp Fund Services, LLC. Accordingly, all references to
Firstar Mutual Fund Services, LLC in this Agreement should be replaced with U.S.
Bancorp Fund Services, LLC. Similarly, any references to Firstar Bank, N.A.
should be replaced with U.S. Bank, N.A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.
ALPINE EQUITY TRUST U.S. BANCORP FUND SERVICES, LLC
By: _____________________________ By: _____________________________
