ALPINE TAX OPTIMIZED INCOME FUND
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made this 22nd the day of September, 2003 by and between Alpine Income
Trust (the "Trust"), on behalf of its portfolio known as Alpine Tax Optimized
Income Fund (the "Fund"), and Alpine Management & Research, LLC (the "Adviser"):
W I T N E S S E T H:
WHEREAS, the Trust is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act"); and an open-end, management investment
company; and
WHEREAS, the Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, and will serve as the investment adviser of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Adviser agrees to pay, waive or absorb the ordinary operating expenses of
the Fund (including any fees or expense reimbursements payable to the Adviser or
any affiliate of the Adviser pursuant to this Agreement or any other agreement,
but excluding interest, brokerage commissions and extraordinary expenses of the
Fund)("Operating Expenses"), which exceed the aggregate per annum rate of .60%
of the Fund's average daily net assets (the "Expense Limitation").
2. The Expense Limitation will remain in effect unless and until the Board of
Trustees of the Trust approves its modification or termination; PROVIDED,
HOWEVER, that the Expense Limitation will terminate in the event that the
investment advisory agreement in effect between the Trust on behalf of the Fund
and the Adviser (or an affiliate of the Adviser) is terminated by the Trust
without the consent of the Adviser or in the event such agreement terminates due
to an assignment and a new investment advisory agreement with the Adviser (or an
affiliate of the Adviser) does not become effective upon such termination.
3. The Trust, on behalf of the Fund, agrees to carry forward for a period not to
exceed three (3) years from the date such expense is paid, waived or absorbed by
the Adviser, and to reimburse the Adviser out of assets belonging to the Fund
for, any Operating Expenses of the Fund in excess of the Expense Limitation that
are paid or assumed by the Adviser pursuant to this Agreement. Such
reimbursement will be made as promptly as possible, and to the maximum extent
permissible, without causing the Operating Expenses of the Fund for any year to
exceed the Expense Limitation. This agreement of the Trust to reimburse the
Adviser for excess expenses of the Fund paid, waived or absorbed by the Adviser
shall terminate in the event the Adviser or any affiliate of the Adviser
terminates any agreement now in effect between the Trust on behalf of the Fund
and the Adviser (or any affiliate of the Adviser) without the consent of the
Trust (other than a termination resulting from an assignment).
4. This Agreement shall be construed in accordance with the laws of the state of
New York and the applicable provisions of the 1940 Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
5. The Declaration of Trust states and notice is hereby given that this
Agreement is not executed on behalf of the Trustees of the Trust as individuals,
and the obligations of the Trust under this Agreement are not binding upon any
of the Trustees, officers or shareholders of the Trust individually, but are
binding only upon the assets and property of the Fund. 6. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
matters described herein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
ALPINE INCOME TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ALPINE MANAGEMENT & RESEARCH, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer
ALPINE TAX OPTIMIZED INCOME FUND
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Effective September 22, 2003
EXHIBIT A
FUND AND CLASS OPERATING EXPENSE LIMIT
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TAX OPTIMIZED INCOME FUND- Adviser class 0.85%
TAX OPTIMIZED INCOME FUND - Investor Class 0.60%
