EXHIBIT (h)1
FUND ADMINISTRATION 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 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
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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
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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
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(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.
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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.
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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.
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[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
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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 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 or 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:
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Date: Date:
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Attest: Attest:
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FUND ADMINISTRATION AND COMPLIANCE
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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(This 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 an
annual Midwest CPI increase, or various changes for out-of-pocket expenses.)
Annual minimum of $20,000 which includes the first $27,500,000 in assets
Plus
5 basis points on assets from $27,500,001 to $400 million
4 basis points on the balance
NAV/Fund Data Feeds
$50 per class per month
Daily Fund/Class Performance
$100 per class per month
(with Firstar as Fund Accountant)
Extraordinary services quoted separately.
Annual Midwest Regional CPI increase
Plus out-of-pocket expense reimbursements, including but not limited to:
Postage
Programming
Stationery
Proxies
Retention of records
Special reports
Federal and state regulatory filing fees
Certain insurance premiums
Expenses from Board of Trustees meetings
Auditing and legal expenses
All other out-of-pocket expenses
Fees and out-of-pocket expense reimbursements are billed monthly
