ADMINISTRATION AGREEMENT
This Administration Agreement is made as of ___________ , 2002 by and
between Cadre Financial Services, Inc., a Delaware Corporation ("Cadre
Financial" or the "Administrator"), and the Alpine Income Trust, a Delaware
business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain Cadre Financial to render
certain administrative and fund accounting services to those series of the Trust
described in Schedule A hereto, as from time to time amended (each a "Fund" and
collectively, the "Funds"), and Cadre Financial is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints Cadre Financial to act as
Administrator of the Trust on the terms set forth in this Agreement. Cadre
Financial accepts such appointment and agrees to render the services herein set
forth for the compensation provided for in Schedule B, annexed hereto and
incorporated herein.
In the event that the Trust establishes additional series with
respect to which the Trust decides to retain Cadre Financial to act as
administrator and accounting services provider, the Trust shall so notify Cadre
Financial in writing. If Cadre Financial is willing to render such services,
Cadre Financial shall notify the Trust in writing whereupon such portfolio shall
be deemed to be a Fund hereunder and shall be subject to the provisions of this
Agreement except to the extent that said provisions (including those relating to
the compensation payable by the Funds to Cadre Financial) are modified with
respect to such Fund in writing by the Trust and Cadre Financial at the time.
Without limiting the foregoing, it is understood that the Trust will from time
to time issue separate series or classes of shares and may classify and
reclassify shares of any such series or class. Cadre Financial shall identify to
each such series or class property belonging to such series or class and in such
reports, confirmations and notices to the Trust called for under this Agreement
shall identify the series or class to which such report, confirmation or notice
pertains.
2. Delivery of Documents. The Trust has furnished Cadre Financial
with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of Cadre Financial to provide certain administrative services to the
Fund and approving this Agreement;
(b) The Trust's Certificate of Trust filed with the Secretary of the
State of Delaware on September 23, 2002, the Trust's Declaration of Trust and
all amendments thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto (the "ByLaws");
(d) The Custody Agreement between US Bank (the "Custodian") and the
Trust dated ______________, 2002;
(e) The Transfer Agent Agreement between Cadre Financial (the
"Transfer Agent") and the Trust dated as of ______________, 2002;
(f) The Trust's Registration Statement on Form N-lA (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 333-100289 and 811-21210), as filed with the Securities and
Exchange Commission ("SEC") on October 3, 2002, relating to the Trust's shares
of beneficial ownership, $.001 par value per share, and all amendments thereto;
and
(g) The Trust's most recent prospectus (the "Prospectus") and
statement of additional information ("SAI") for each Fund.
The Trust will furnish Cadre Financial from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Cadre Financial with any other
documents that Cadre Financial may reasonably request and will notify Cadre
Financial as soon as possible of any matter materially affecting the performance
by Cadre Financial of its services under this Agreement.
3. Duties as Administrator. Subject to the supervision and direction
of the Board of Trustees (the "Board") of the Trust, as the Administrator will
assist in supervising various aspects of the Trust's administrative operations
and undertakes to perform the following specific services:
(a) Maintaining such office facilities as necessary to provide the
services hereafter set forth (which may be in the offices of the Administrator
or a corporate affiliate);
(b) Furnishing non-investment related statistical and research data,
data processing services, clerical services, executive and administrative
services, and stationery and office supplies in connection with its services
hereunder;
(c) Furnishing corporate secretarial services including preparation
and distribution of materials for Board meetings;
(d) Assisting in the preparation of the Trust's Registration
Statement and any Pre-Effective and Post-Effective Amendments to the Trust's
Registration Statement, Notices of Annual or Special Meetings of Shareholders
and Proxy materials relating to such meetings;
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(e) Assisting in the determination of the jurisdictions in which the
Trust's shares will be registered or qualified for sale and, in connection
therewith, shall be responsible for the initial registration or qualification
and the maintenance of such registration or qualification of such shares for
sale under the securities laws of each state in which it is determined shares
should be registered or qualified. Payment of share registration fees shall be
made by the Funds;
(f) Providing the services of certain persons who may be appointed as
officers of the Trust by the Trust's Board;
(g) Assisting the Trust in routine regulatory examinations of the
Trust, and working closely with outside counsel to the Trust in response to any
litigation, investigations or regulatory matters;
(h) Accounting and bookkeeping services (including the maintenance of
such accounts, books and records of the Trust as may be required by Section
31(a) of the 1940 Act and the rules thereunder, transmitting to the Custodian
instructions received from the Adviser for the purchase and sale of Trust assets
and ensuring proper settlement related thereto);
(i) Internal auditing services;
(j) Valuing the Trust's assets and calculating the net asset value of
the shares of each Fund on each business day as set forth in the Prospectus and
SAI of the Funds in accordance with such procedures as may be adopted by the
Board;
(k) Accumulating information for and, subject to approval by the
Trust's Treasurer, preparing all required financial statements for the Trust and
preparing reports to the Trust's shareholders of record and the SEC including,
but not necessarily limited to, Annual and Semi-Annual Reports to shareholders,
Semi-Annual Reports on Form N-SAR and Notices pursuant to Rule 24f-2;
(l) Preparing and filing the Trust's tax returns;
(m) Monitoring compliance by the Trust with each Fund's investment
objective, policies, restrictions, tax matters and applicable laws and
regulations, including the 1940 Act, and performing related daily and monthly
compliance tests; and
(n) Preparing and furnishing the Trust (at the Trust's request) with
performance information (including yield, capital gain (loss) and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases and any Nationally Recognized Statistical Rating
organization (after first consulting with the Trust's treasurer) such
information as may reasonably be requested.
In performing its duties the Administrator will act in accordance
with the Declaration of Trust, By-Laws, Prospectus and SAI of the Trust and with
the instructions and directions of the Board of Trustees of the Trust and will
conform to and comply with the requirements of the 1940 Act and the rules
thereunder and all other applicable federal or state laws and regulations.
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4. Allocation of Expenses and Fees. The Administrator shall bear all
expenses in connection with the performance of its services under this
Agreement, except as noted below.
(a) The Administrator will from time to time employ or associate with
itself such person or persons as the Administrator may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are employed by both
the Administrator and the Trust. The compensation of such person or persons
shall be paid by the Administrator and no obligation shall be incurred on behalf
of the Trust in such respect.
(b) The Administrator shall not be required to pay any of the
following expenses incurred by the Trust: membership dues in the Investment
Company Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, prospectuses, reports and
notices; interest on borrowed money; brokerage commissions; taxes and fees
payable to Federal, state and other governmental agencies; fees of Trustees of
the Trust who are not affiliated with the Administrator; outside auditing
expenses; outside legal expenses; or other expenses not specified in this
Section 4 which may be properly payable by the Trust.
(c) For the services to be rendered, the facilities to be furnished
and the payments to be made to the Administrator, as provided for in this
Agreement, the Trust shall compensate the Administrator for its services
rendered pursuant to this Agreement in accordance with the fees set forth in
Schedule B, annexed hereto and incorporated herein.
(d) The Administrator will xxxx the Trust as soon as practicable
after the end of each calendar month, and said xxxxxxxx will be detailed in
accordance with the out-of-pocket schedule. The Trust will promptly pay to the
Administrator the amount of such billing.
5. Limitation of Liability.
(a) The Administrator shall not indemnify the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of its obligations and duties under this Agreement, except
for a loss resulting from the Administrator's willful misfeasance, bad faith or
gross negligence in the performance of such obligations and duties, or by reason
of its reckless disregard thereof. The Trust will indemnify the Administrator
against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit not resulting from the willful
misfeasance, bad faith or negligence of the Administrator in the performance of
such obligations and duties or by reason of its reckless disregard thereof. The
Trust and the Administrator agree that the obligations of the Trust under this
Agreement shall not be binding upon any of the members of the Trust's Board of
Trustees, shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Trust, individually, but are binding only upon the
assets and property of the Trust, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the Board and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such members of the Board nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the assets
and property of the Trust as provided in the Declaration of Trust.
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(b) In no event and under no circumstances shall either party to this
Agreement be liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
6. Term and Termination.
(a) This Agreement shall become effective on the date hereof and
shall continue until October 30, 2003 (the "Initial Term") unless earlier
terminated pursuant to the terms of this Agreement. Thereafter this Agreement
may be renewed for successive terms of one (1) year ("Renewal Term") each,
provided, that each such Renewal Term is approved by the Board, including the
vote of a majority of the Trustees who are not "Interested Persons," as defined
by the 1940 Act and the rules thereunder, of the Trust.
(b) Either party may terminate this Agreement, without penalty, at
any time upon not than less than sixty (60) days' prior written notice to the
other party.
(c) In the event a termination notice is given by the Trust, all
reasonable out of pocket expenses associated with movement of records and
materials and conversion thereof will be borne by the Trust.
(d) This Agreement shall terminate automatically in the event of its
"assignment," as such term is defined by the 1940 Act and the rules thereunder.
(e) This Agreement shall terminate automatically in the event that
the Transfer Agent Agreement dated ___________ __, 2002 between Cadre Financial
and the Trust is terminated.
7. Proprietary and Confidential Information. Cadre Financial 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 Cadre Financial 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, Cadre Financial will adhere to the privacy policies adopted
by the Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be
modified from time to time (the "Act"). Notwithstanding the foregoing, Cadre
Financial will not share any nonpublic personal information concerning any of
the Trust's shareholders to any third party unless specifically directed by the
Trust or allowed under one of the exceptions noted under the Act.
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8. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is bought.
9. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or the Administrator shall be
sufficiently given if addressed to the party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust:
Alpine Income Trust
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
To the Administrator:
Cadre Financial Services, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Legal/Compliance
(b) This Agreement shall be construed in accordance with the laws of
the State of New York.
(c) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(d) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(e) This Agreement and the schedules hereto constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed and delivered by their
duly authorized officers as of the date first written above.
CADRE FINANCIAL SERVICES, INC.
Dated: __________, 2002 By:______________________________
Name: XXXXX X. XXXXX
Title: Chairman, President & CEO
ALPINE INCOME TRUST
Dated: __________, 2002 By:______________________________
Name: XXXXXX X. XXXXXX
Title: Chairman
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SCHEDULE A
(As of ______________, 2002)
The Administration Agreement shall be applicable to the following series of the
Trust:
Alpine Municipal Money Market Fund
Alpine Tax Optimized Income Fund
SCHEDULE B
FEE SCHEDULE FOR FUND ADMINISTRATION SERVICES
(As of _________________, 2002)
The ALPINE MUNICIPAL MONEY MARKET FUND pays the Administrator a combined monthly
fee for administrative and transfer agent services which is calculated at the
annual rate of 0.145% of the Fund's average daily net assets up to $500,000,000;
0.12% of the Fund's average daily net assets greater than $500,000,000 and up to
$750,000,000; 0.105% of the Fund's average daily net assets greater than
$750,000,000 and up to $1,000,000,000; and 0.095% of the Fund's average daily
net assets over $1,000,000,000.
The ALPINE TAX OPTIMIZED INCOME FUND pays the Administrator a combined monthly
fee for administrative and transfer agent services which is calculated at the
annual rate of 0.15% of the Fund's average daily net assets up to $500,000,000;
0.125% of the Fund's average daily net assets greater than $500,000,000 and up
to $750,000,000; 0.11% of the Fund's average daily net assets greater than
$750,000,000 and up to $1,000,000,000; and 0.10% of the Fund's average daily net
assets over $1,000,000,000.
