EXHIBIT (h)3
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 6h day of June, 2001,
by and between Alpine Series Trust, a business trust organized under the laws of
the State of Delaware (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 administering transfer and dividend disbursing agent
functions for the benefit of its customers; and
WHEREAS, the Trust desires to retain FMFS to provide transfer and
dividend disbursing agent services to 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 TRANSFER AGENT
The Trust hereby appoints FMFS as Transfer Agent 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
FMFS shall perform all of the customary services of a transfer agent and
dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program),
including but not limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where appropriate,
of payment and supporting documentation to the Trust's
custodian, and issue the appropriate number of uncertificated
shares with such uncertificated shares being held in the
appropriate shareholder account;
C. Arrange for issuance of shares obtained through transfers of
funds from shareholders' accounts at financial institutions and
arrange for the exchange of
shares for shares of other eligible investment companies, when
permitted by Prospectus.
D. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Trust's
custodian;
E. Pay monies upon receipt from the Trust's custodian, where
relevant, in accordance with the instructions of redeeming
shareholders;
F. Process transfers of shares in accordance with the shareholder's
instructions;
G. Process exchanges between funds and/or classes of shares of
funds both within the same family of funds and with a Firstar
Money Market Fund, if applicable;
H. Prepare and transmit payments for dividends and distributions
declared by the Trust with respect to a Fund, after deducting
any amount required to be withheld by any applicable laws, rules
and regulations and in accordance with shareholder instructions;
I. Make changes to shareholder records, including, but not limited
to, address changes in plans (i.e., systematic withdrawal,
automatic investment, dividend reinvestment, etc.);
J. Record the issuance of shares of the Fund and maintain, pursuant
to Rule 17ad-10(e) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), a record of the total
number of shares of the Fund which are authorized, issued and
outstanding and other such records as are required to be
maintained by a transfer agent for open-end registered
investment companies by the rules of the Exchange Act;
K. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
L. Mail shareholder reports and prospectuses to current
shareholders;
M. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;
N. Provide shareholder account information upon request and prepare
and mail confirmations and statements of account to shareholders
for all purchases, redemptions and other confirmable
transactions as agreed upon with the Trust;
O. Mail requests for shareholders' certifications under penalties
of perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and
distributions paid by the Trust, all as required by applicable
Federal tax laws and regulations;
P. Provide a Blue Sky System that will enable the Trust to monitor
the total number of shares of the Fund sold in each state. In
addition, the Trust or its agent, including FMFS, shall identify
to FMFS in writing those transactions and assets to be treated
as exempt from the Blue Sky reporting for each state. The
responsibility of FMFS for the Trust's Blue Sky state
registration status is solely limited to the initial compliance
by the Trust and the reporting of such transactions to the Trust
or its agent;
Q. Answer correspondence from shareholders, securities brokers and
others relating to FMFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed upon
between FMFS and the Trust.
R. Reimburse the Fund each month for all material losses resulting
from "as of" processing errors for which FMFS is responsible in
accordance with the "as of" processing guidelines set forth in
the attached Exhibit B.
3. COMPENSATION
The Trust agrees to pay FMFS for the performance of the duties listed in
this agreement as set forth on Exhibit A attached hereto; the fees and
out-of-pocket expenses include, but are not limited to the following:
printing, postage, forms, stationery, record retention (if requested by
the Trust), mailing, insertion, programming (if requested by the Trust),
labels, shareholder lists and proxy expenses.
These fees and reimbursable expenses 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.
Notwithstanding anything to the contrary, amounts owed by the Trust to
FMFS shall only be paid out of assets and property of the particular
Fund involved.
4. REPRESENTATIONS OF FMFS
FMFS represents and warrants to the Trust that:
A. It is a limited liability corporation duly organized, existing
and in good standing under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act.
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to authorize
it to enter and perform this Agreement;
F. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
G. It will comply with all applicable requirements of the
Securities Act of 1933, as amended, the Exchange Act, the 1940
Act, and any laws, rules, and regulations of governmental
authorities having jurisdiction.
5. REPRESENTATIONS OF THE TRUST
The Trust represents and warrants to FMFS that:
A. The Trust is an open-ended diversified investment company under
the 1940 Act;
B. The Trust is a business trust organized, existing, and in good
standing under the laws of the State of Massachusetts;
C. The Trust is empowered under applicable laws and by its
Declaration of Trust and Bylaws to enter into and perform this
Agreement;
D. All necessary proceedings required by the Declaration of Trust
have been taken to authorize it to enter into and perform this
Agreement;
E. The Trust will comply with all applicable requirements of the
Securities Act, the Exchange Act, the 1940 Act, and any laws,
rules and regulations of governmental authorities having
jurisdiction; and
F. A registration statement under the Securities Act will be made
effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be
made, with respect to all shares of the Trust being offered for
sale.
6. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. FMFS shall exercise reasonable care 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 the 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.
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.
7. 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 (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 after being requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
[Further, the FMFS will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the ▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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.]
8. 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 by FMFS without the consent of
the Trust.
9. 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 with such
section and rules of the Investment Company Act and will be promptly
surrendered to the Trust on and in accordance with its request.
10. 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.
11. 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 such duties and responsibilities, including provision for assistance
from FMFS's personnel in the establishment of books, records, and other
data by such successor.
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
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and notice to the Trust shall be sent to:
Alpine Series Trust
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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:
-------------------------------- --------------------------------
Print: Print:
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Title: Title:
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Date: Date:
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Attest: Attest:
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TRANSFER AGENT AND SHAREHOLDER SERVICING
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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(Alpine Management & Research's fee arrangement with Firstar/U.S. Bancorp will
remain in effect for 3 years, without any material change. This would exclude
any necessary increases to Firstar's out-of-pocket charges or a annual CPI
increase).
Shareholder Account Fee (Subject to Minimum)
$14.00 per shareholder account -- No-Load Fund
$14.00 per shareholder account -- Load Fund
$21.00 per shareholder account -- Money Market Fund
Annual Minimum
$12,000 for the Alpine Dynamic Balance Fund
Plus 0 basis point per year
Extraordinary services quoted separately.
Activity Charges
Telephone Call - $1.00 per call
Draft Check Processing - $1.00 per draft
Daily Valuation Trades - $6.75 per trade
ACH Shareholder Services
$125.00 per month per fund group
$ .50 per account setup and/or change
$ .50 per ACH item
$5.00 per correction, reversal, return item
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone -- toll free lines Retention of records
Postage Microfilm/fiche of records
Programming Special reports
Stationery/envelopes ACH fees
Insurance NSCC charges
Proxies All other out-of-pocket expenses
File Transfer - $160/month and $.01/record
Qualified Plan Fees (Billed to Investors) *
Annual maintenance fee per account $ 12.50 / acct. (Cap at $25.00 per SSN)
Education ▇▇▇ $ 5.00 / acct. (Cap at $25.00 / per SSN)
Transfer to successor trustee $ 15.00 / trans.
Distribution to participant $ 15.00 / trans. (Exclusive of SWP)
Refund of excess contribution $ 15.00 / trans.
Select requests $200.00 / trans
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer $12.00 / wire
Telephone exchange $ 5.00 / each
Return check/ACH fee $25.00 / item
Stop payment $25.00 / stop
(Liquidation, dividend, draft check)
Research fee $ 5.00 / item
(For requested items of the second calendar year [or previous] to
the request)(Cap at $25.00)
Fees and out-of-pocket expenses are billed to the fund monthly.
NSCC
Out-of-Pocket Charges
NSCC Interfaces
Set up
Fund/SERV, Networking, ACATS, Exchanges $1,000 set-up (one time)
DCSS, TORA
Commission Settlement $5,000 set-up (one time)
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
FundServ Transactions $ .35 / trade
Networking -- per item $ .025 / monthly dividend fund
Networking -- per item $ .015 / non-mo. Dividend fund
First Data $ .10 / next-day FundServ trade
First Data $ .15 / same-day FundServ trade
NSCC Implementation
8 to 10 weeks lead time
Mutual Fund Services
Out-of-Pocket Expense Items
Forms Costs
Statement Paper $ .038 / item
#9, #10 Envelopes $ .043 / item
Check/Statement Paper $ .25 / item
Certificate $ 1.00 / item
Wire Order Confirm (non-NSCC) $ .22 / item
Firstar Fulfillment Envelope $ .25 / item
Presort Postage (one ounce) $ .34 / item
Shareholder System Select Request $ 200.00 / request
Systems Development/Programming $ 150.00 / hour
Fund Group Addition $1,000.00 / fund group
Fund Additions $ 500.00 / fund or class*
Fund Group Restore $1,000.00 / occurrence*
Lost Shareholder Search (▇▇▇▇▇ Tracers) $ 3.00 / search
DAZL ($5,000 setup) $1,000.00 / month
Price record transmission $ .015 / price record
Other record $ .025 / record
* Fees are waived after the 4th class.
Note -- All rates subject to change
EXHIBIT B
FIRSTAR MUTUAL FUND SERVICES, LLC AS OF PROCESSING POLICY
Firstar Mutual Fund Services, LLC (FMFS) will reimburse the Fund(s) for
any net material loss that may exist on the Fund(s) books and for which FMFS is
responsible, at the end of each calendar month. "Net Material Loss" shall be
defined as any remaining loss, after netting losses against any gains, which
impacts a Fund's net asset value per share by more than 1/2 cent. Gains and
losses will be reflected on the Fund's daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. FMFS will reset the as
of ledger each calendar month so that any losses which do not exceed the
materiality threshold of 1/2 cent will not be carried forward to the next
succeeding month. FMFS will notify the advisor to the Fund(s) on the daily share
sheet of any losses for which the advisor may be held accountable.
