INVESTMENT ADVISORY AGREEMENT February 17, 1998 as amended September 22, 2008
February
17, 1998
as
amended September 22, 2008
Alpine
Xxxxx Capital Investors, LLC
0000
Xxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
Xxx Xxxx 00000
Dear
Sirs:
The
undersigned, Alpine Equity Trust (the "Trust") is an investment company
organized as a series company, which means that it may offer separate classes
(or series) of shares comprising different investment portfolios. Presently, the
Trust offers [five] investment funds: Alpine U.S. Real Estate Equity Fund,
Alpine Realty Income & Growth Fund, Alpine International Real Estate Equity
Fund, Alpine Emerging Markets Real Estate Fund and Alpine Global Infrastructure
Fund (the "Funds"). The Trust desires to employ its capital by
investing and reinvesting the same in securities in accordance with the
limitations specified in its Declaration of Trust and in the Prospectus for each
Fund as from time to time in effect, copies of which have been, or will be,
submitted to you, and in such manner and to such extent as may from time to time
be approved by the Trustees of the Trust. Subject to the terms and conditions of
this Agreement, the Trust desires to employ your company (the "Adviser") and the
Adviser desires to be so employed, to supervise and assist in the management of
the business of each Fund. Accordingly, this will confirm our agreement as
follows:
1. The
Adviser shall, on a continuous basis, furnish reports, statistical and research
services, and make investment decisions with respect to the investments of each
Fund. The Adviser shall use its best judgment in rendering these services to the
Trust, and the Trust agrees as an inducement to the Adviser undertaking such
services that the Adviser shall not be liable for any mistake of judgment or in
any other event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect the Adviser against any liability to the Trust
or to the shareholders of the Trust (or any Fund) to which it would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Adviser's duties hereunder or by reason of the Adviser's
reckless disregard of its obligations and duties hereunder.
2. The
Adviser agrees that it will not make short sales of the Trust's shares of
beneficial interest.
3. The
Adviser agrees that in any case where an officer or director of the Adviser is
also an officer or director of another corporation, and the purchase or sale of
securities issued by such other corporation is under consideration, such officer
or director shall abstain from participation in any decision made on behalf of
the Trust (or any Fund) to purchase or sell any securities issued by such other
corporation.
4. The
Adviser will provide office facilities to the Trust. Each Fund will pay the cost
of all of its expenses and liabilities, including expenses and liabilities
incurred in connection with maintaining its registration under the Investment
Company Act of 1940, as amended (the "Act"), and the Securities Act of 1933, as
amended, and maintaining any registrations or qualifications under the
securities laws of the states in which the Trust's shares are registered or
qualified for sale, subsequent registrations and qualifications, costs and
expenses of engraving and printing share certificates, the costs and expenses of
preparing, printing, including typesetting, and distributing prospectuses and
statements of additional information of the Trust and the Funds and supplements
thereto to the Trust's shareholders, mailing, brokerage, issue and transfer
taxes on sales of Fund securities, custodian and stock transfer charges,
printing, legal and auditing expenses, expenses of shareholders' meetings, and
reports to shareholders; provided, however, that the Adviser's fee will be
reduced by, or the Adviser will reimburse the Fund for, any amount necessary to
prevent such expenses and liabilities (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses, which extraordinary expenses are
determined by the Trust and the Adviser, but inclusive of the Adviser's fee)
from exceeding the most restrictive of the expense limitations imposed by state
securities commissions of the states in which the Trust's shares are then
registered or qualified for sale.
5. In
consideration of the Adviser performing its obligations hereunder, the Trust
will pay to the Adviser: (a) a monthly fee computed at the annual rates of 1% of
the average daily net assets of Alpine U.S. Real Estate Equity Fund on the first
$750 million of assets, 0.9% of the average daily net assets of Alpine U.S. Real
Estate Equity Fund on the next $250 million in assets, and 0.8% of the average
daily net assets of Alpine U.S. Real Estate Equity Fund in excess of $1 billion;
(b) a monthly advisory fee computed at the annual rate of 1% of the average
daily net assets of Alpine Realty Income & Growth Fund on the first $750
million of assets, 0.9% of the average daily net assets of Alpine Realty Income
& Growth Fund on the next $250 million in assets, and 0.8% of the average
daily net assets of Alpine Realty Income & Growth Fund in excess of $1
billion; and (c) a monthly advisory fee computed at the annual rate of 1% of the
average daily net assets of Alpine International Real Estate Equity Fund, Alpine
Emerging Markets Real Estate Fund and Alpine Global Infrastructure
Fund..
6. The
Trust understands that the Adviser acts as investment adviser to other
investment companies, and that the Adviser and its affiliates may act as
investment advisers to individuals, partnerships, corporations, pension funds
and other entities, and the Trust confirms that it has no objection to the
Adviser or its affiliates so acting.
7. This
Agreement shall be in effect until February 17, 2000. This Agreement shall
continue in effect from year to year thereafter with respect to each Fund,
provided it is approved, at least annually, in the manner required by the Act.
The Act requires that, with respect to each Fund, this Agreement and any renewal
thereof be approved by a vote of a majority of Trustees of the Trust who are not
parties thereto or interested persons (as defined in the Act) of any such party,
cast in person at a meeting duly called for the purpose of voting on such
approval, and by a vote of the Trustees of the Trust or a majority of the
outstanding voting securities of the Fund. A vote of a majority of the
outstanding voting securities of a Fund is defined in the Act to mean a vote of
the lesser of (i) more than 50% of the outstanding voting securities of the Fund
or (ii) 67% or more of the voting securities present at the meeting if more than
50% of the outstanding voting securities are present or represented by
proxy.
This
Agreement may be terminated at any time with respect to a Fund, without payment
of any penalty, on sixty (60) days' prior written notice by a vote of a majority
of the Funds' outstanding voting securities, by a vote of a majority of the
Trustees of the Trust, or by the Adviser. This Agreement shall be automatically
terminated in the event of its assignment (as such term is defined in the
Act).
8. This
Agreement is made by the Trust pursuant to authority granted by the Trustees,
and the obligations created hereby are not binding on any of the Trustees or
shareholders of the Trust individually, but bind only the property of the
Trust.
If the
foregoing is in accordance with your understanding, please so indicate by
signing and returning to the undersigned the enclosed copy hereof.
Very
truly yours,
By: /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
ACCEPTED:
ALPINE
XXXXX CAPITAL INVESTORS, LLC
By: /s/ Xxxxxxx X.
Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Chief Financial Officer
