EXHIBIT 1
FORM OF INVESTMENT MANAGEMENT AGREEMENT
January __, 1998
Alpine Management & Research, LLC
0000 Xxxxxxxxxxx Xxxxxx
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 two investment funds: Alpine U.S. Real
Estate Equity Fund and Alpine International Real Estate Equity 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; and (b) a monthly advisory fee computed at
the annual rate of 1% of the average daily net assets of Alpine International
Real Estate Equity 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 January ___, 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.
- 2 -
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,
ALPINE EQUITY TRUST
By:
--------------------------
Name:
Title:
ACCEPTED:
ALPINE MANAGEMENT & RESEARCH, LLC
By:
--------------------------
Name:
Title:
- 3 -
********************************************************************************
PROXY CARD
EVERGREEN U.S. REAL ESTATE EQUITY FUND
(A SERIES OF EVERGREEN EQUITY TRUST)
The undersigned hereby appoints Xxxxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxxxx
and Xxxxxx X. Xxxxx, and each of them, attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Evergreen
U.S. Real Estate Equity Fund (the "Fund"), which the undersigned is entitled to
vote at a Special Meeting of Shareholders of the Fund to be held at 0000
Xxxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 on February 17, 1998, at 10:00 a.m.
and any adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Special Meeting of Shareholders and Proxy
Statement, and hereby instructs said attorneys and proxies to vote said shares
as indicated hereon. In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the Meeting. A majority of
the proxies present and acting at the Meeting in person or by substitute (or, if
only one shall be so present, then that one) shall have and may exercise all of
the powers and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES AND WILL BE VOTED TO ELECT EACH OF THE PERSONS NOMINATED AS
TRUSTEES AND "FOR" THE PROPOSAL SET FORTH BELOW UNLESS OTHERWISE INDICATED.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" EACH PROPOSAL.
TO VOTE, XXXX THE APPROPRIATE BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
EVERGREEN U.S. REAL ESTATE EQUITY FUND
FOR AGAINST ABSTAIN
1. To approve a new investment advisory [ ] [ ] [ ]
agreement between the Evergreen Equity Trust,
on behalf of the Evergreen U.S. Real Estate
Equity Fund, and Alpine Management &
Research, LLC.
FOR
ALL NOMINEES WITHHOLD
LISTED BELOW AUTHORITY
2. To elect members of the Board of Trustees of [ ] [ ]
Evergreen Equity Trust to hold office until
their successors are duly elected and
qualified.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominees name in the list below)
Xxxxxxxx X. Xxxxxx Xxxxxx Bam H. Xxx Xxxxxxx Xxxxxx X. Xxxxxx
FOR AGAINST ABSTAIN
3. To approve the proposed changes in investment [ ] [ ] [ ]
policies and restrictions of Evergreen U.S.
Real Estate Equity Fund.
[ ] To vote against the proposed changes to one
or more of the Fund's investment policies and
restrictions, but to approve the others,
place an "X" in the box at the left AND
indicate the number(s) (as set forth in the
Proxy Statement) of the investment policies
and restrictions you do not want to change on
this line:
----------------------------------------------
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
-------------------------------------- --------------------------------------- -----------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
-------------------------------------- ---------------------------------------
TITLE TITLE
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
PROXY CARD
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
(A SERIES OF EVERGREEN EQUITY TRUST)
The undersigned hereby appoints Xxxxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxxxx
and Xxxxxx X. Xxxxx, and each of them, attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Evergreen
Global Real Estate Equity Fund (the "Fund"), which the undersigned is entitled
to vote at a Special Meeting of Shareholders of the Fund to be held at 0000
Xxxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 on February 17, 1998, at 10:00 a.m.
and any adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Special Meeting of Shareholders and Proxy
Statement, and hereby instructs said attorneys and proxies to vote said shares
as indicated hereon. In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the Meeting. A majority of
the proxies present and acting at the Meeting in person or by substitute (or, if
only one shall be so present, then that one) shall have and may exercise all of
the powers and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES AND WILL BE VOTED TO ELECT EACH OF THE PERSONS NOMINATED AS
TRUSTEES AND "FOR" THE PROPOSAL SET FORTH BELOW UNLESS OTHERWISE INDICATED.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" EACH PROPOSAL.
TO VOTE, XXXX THE APPROPRIATE BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
FOR AGAINST ABSTAIN
1. To approve a new investment advisory [ ] [ ] [ ]
agreement between the Evergreen Equity Trust,
on behalf of the Evergreen Global Real Estate
Equity Fund, and Alpine Management &
Research, LLC.
FOR
ALL NOMINEES WITHHOLD
LISTED BELOW AUTHORITY
2. To elect members of the Board of Trustees of [ ] [ ]
Evergreen Equity Trust to hold office until
their successors are duly elected and
qualified.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominees name in the list below)
Xxxxxxxx X. Xxxxxx Xxxxxx Bam H. Xxx Xxxxxxx Xxxxxx X. Xxxxxx
FOR AGAINST ABSTAIN
3. To approve the proposed changes in investment [ ] [ ] [ ]
policies and restrictions of Evergreen Global
Real Estate Equity Fund.
[ ] To vote against the proposed changes to one
or more of the Fund's investment policies and
restrictions, but to approve the others,
place an "X" in the box at the left AND
indicate the number(s) (as set forth in the
Proxy Statement) of the investment policies
and restrictions you do not want to change on
this line:
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
------------------------------------- ---------------------------------------- -------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
------------------------------------- ----------------------------------------
TITLE TITLE
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
