PROSPECT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into
as of this 10th day of March, 2003, by and among Alpine Equity Trust, a
Delaware statutory trust (the “Trust”), Alpine Management & Research,
LLC, a Delaware limited liability company (the “Adviser”), and U.S. Bancorp Fund Services,
LLC, a Wisconsin limited liability company (“USBFS”).
WHEREAS, the Trust is registered under
the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end
management investment company, and is authorized to issue shares of beneficial
interest in separate series, with each such series representing interests in a
separate portfolio of securities and other assets;
WHEREAS, the Adviser is duly registered
under the Investment Advisers Act of 1940, as amended, and any applicable state
securities laws, as an investment adviser;
WHEREAS, the Adviser serves as
investment adviser to each series of the Trust;
WHEREAS, USBFS is, among other things,
in the business of providing fulfillment services to mutual funds;
and
WHEREAS, the Trust and the Adviser
desire to retain USBFS to provide fulfillment services for each series of the
Trust listed on Exhibit A hereto (as amended from time to time) (each a “Fund”,
collectively the “Funds”).
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
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1.
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Appointment
of USBFS to Provide Fulfillment
Services
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The Trust
and the Adviser hereby appoint USBFS to provide fulfillment services to the
Trust on the terms and conditions set forth in this Agreement, and USBFS hereby
accepts such appointment and agrees to perform the services and duties set forth
in this Agreement.
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2.
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Duties
and Responsibilities of USBFS
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USBFS
shall provide the following fulfillment services for the Funds, including but
not limited to:
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A.
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Answer
all prospective shareholder calls concerning the
Fund.
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B.
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Send
all available Fund material requested by a prospect within 24 hours
fromtime of call.
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1
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C.
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Receive
and update all Fund fulfillment literature so that the most current
information is sent and quoted.
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D.
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Provide
24 hour answering service to record prospect calls made after
hours(7 p.m. to 8 a.m. Central
Time).
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E.
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Maintain
and store Fund fulfillment
inventory.
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F.
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Send periodic fulfillment reports
to the Trust as agreed upon between
theparties.
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3.
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Duties
and Responsibilities of the Trust
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The Trust
shall:
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A.
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Provide
Fund fulfillment literature updates to USBFS as
necessary.
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B.
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File
with the National Association of Securities Dealers, Inc., the Securities
and Exchange Commission (the “SEC”) and state regulatory agencies, as
appropriate, allfulfillment literature that the Fund requests USBFS send
to prospective shareholders.
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C.
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Supply
USBFS with sufficient inventory of fulfillment materials as requested
fromtime to time by USBFS.
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D.
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Provide
USBFS with any sundry information about the Fund in order to
answerprospect questions.
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4.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit B hereto (as amended from
time to time). The Trust shall pay all fees and reimbursable expenses
within thirty (30) calendar days following receipt of the billing notice, except
for any fee or expense subject to a good faith dispute. The Trust
shall notify USBFS in writing within thirty (30) calendar days following receipt
of each invoice if the Trust is disputing any amounts in good
faith. The Trust shall settle such disputed amounts within ten (10)
calendar days of the day on which the parties agree to the amount to be
paid. With the exception of any fee or expense the Trust is disputing
in good faith as set forth above, unpaid invoices shall accrue a finance charge
of one and one-half percent (1½%) per month, after the due date. To
the extent such fees are not payable by the Trust, the Adviser shall be
responsible for paying the remaining amount of fees to USBFS.
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5.
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Indemnification;
Limitation of Liability
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The
Trust agrees to
indemnify USBFS from any liability arising out of the distribution of
fulfillment literature that has not been filed with the appropriate federal and
state regulatory agencies. USBFS agrees to indemnify the Trust from
any liability arising from the improper use of fulfillment literature during the
performance of its duties and responsibilities identified in this
Agreement. USBFS will be liable for bad faith, negligence or willful
misconduct on its part in its duties under this Agreement.
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6.
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Proprietary
and Confidential Information
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USBFS
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 USBFS 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,
USBFS 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, USBFS 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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7.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of one year. Subsequent to the
initial one-year term, this Agreement will continue automatically and may be
terminated by any party upon giving ninety (90) days prior written notice to the
other parties 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.
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8.
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Governing
Law
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This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
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9.
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Duties
in the Event of Termination
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In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Trust by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence
and other data established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form in which
USBFS 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 USBFS’s
personnel in the establishment of books, records and other data by such
successor.
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10.
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No
Agency Relationship
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Nothing
herein contained shall be deemed to authorize or empower USBFS to act as agent
for any other party to this Agreement, or to conduct business in the name, or
for the account, of any other party to this Agreement.
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11.
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Data
Necessary to Perform Services
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The Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon. If USBFS is also acting in another capacity for the Trust,
nothing herein shall be deemed to relieve USBFS of any of its obligations in
such capacity.
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12.
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Assignment
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This
Agreement may not be assigned by any party without the prior written consent of
the other parties.
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13.
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Notices
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Any
notice required or permitted to be given by any party to the others shall be in
writing and shall be deemed to have been given on the date delivered personally
or by courier service, or three (3) days after sent by registered or certified
mail, postage prepaid, return receipt requested, or on the date sent and
confirmed received by facsimile transmission to the other parties’ addresses set
forth below:
Notice to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000 Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
notice to
the Trust shall be sent to:
000 Xxxx
00xx
Xxxxxx, 00xx
xxxxx
Xxx Xxxx,
XX 00000
and
notice to the Adviser shall be sent to:
Alpine Management & Research,
L.L.C.
000 Xxxx 00xx Xxxxxx,
00xx
xxxxx
Xxx Xxxx,
XX 00000
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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 date first above
written.
| ALPINE EQUITY TRUST | ALPINE MANAGEMENT & RESEARCH, LLC |
| By: /s/ Xxxxxx X. Xxxxxx | By: /s/ Xxxxxx X. Xxxxxx |
| Title: President | Title: CEO |
| U.S. BANCORP FUND SERVICES, LLC | |
| By: /s/ Xxxxxx Xxxxxxxxx | |
| Title: Senior Vice President |
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Exhibit
A
to
the
Fund
Names
Separate
Series of Alpine Equity Trust
| Name of Series | Date Added |
| Alpine U.S. Real Estate Equity Fund | 9/1/1993 |
| Alpine International Real Estate Equity Fund | 2/1/1989 |
| Alpine Realty Income & Growth Fund | 12/29/1998 |
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Exhibit
B
to
the
Fee
Schedule
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Full Service (Inbound Teleservicing and Kit
Assembly and Mailing)
TIER
1 (0-50 orders per month)
Account
Management $ ___/month
TIER
2 (51-250 orders per month)
Account
Management $ ___/month
First
50
orders NC
Per
order over
50
$ ___/order
TIER
3 (251-500 orders per month)
Account
Management $
____/month
First
250
orders NC
Per
order over
250
$ ___/order
TIER
4 (over 500 orders per month)
Account
Management $
____/month
First
500
orders NC
Per
order over
500
$ ___/order
E-mail/internet
Lead Origination – $___0 per request
Service
includes account management, lead reporting, call servicing, database
management, kit assembly and mailing (excluding postage and
materials).
Inbound Teleservicing (only)
Account
Management $___/month
Call
Servicing $___/minute
Base
Reporting Services Included.
Assumes
that client is responsible for costs associated with order
delivery.
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Lead Conversion Reporting
Account
Management $ ___/month
Database
Installation,
Setup $____/fund
group
Web On-line Fund Fulfillment
Account
Management $ ___/month
Installation,
Setup
$ _ (NC)
Per
Retail
Request
$ ___/retail request
Per
Intermediary
Request
$ ___/retail request
Follow-up Services
Correspondence $___/letter
E-mail
Correspondence (Separate
Quote)*
Telemarketing (Separate
Quote)*
Customized
Services (Separate
Quote)*
*Dependent
upon client requirements
All
fees are billed monthly plus out-of-pocket expenses, including,
but not limited to:
Customized
reporting development ($_____/hour)
Postage,
stationery
Programming,
special reports
Retention
of records
File
transmission charges
Legal
expenses
All
other out-of-pocket expenses
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