ALPINE SERIES TRUST EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE
LIMITATION AND REIMBURSEMENT
AGREEMENT
AGREEMENT
made July 11, 2006 by and between Alpine Series Trust (the "Trust"), on behalf
of its portfolios listed on Schedule A (the "Funds"), and Alpine Xxxxx Capital
Investors, 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 listed
on
Schedule A.
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
<?xml:namespace prefix = st1 ns =
"urn:schemas-microsoft-com:office:smarttags" />Delaware and the applicable
provisions of the 1940 Act. To the extent the applicable law of the State
of Delaware, 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.
/s/ Xxxxxxx X. Xxxxxx
By: Xxxxxxx X. Xxxxxx
Title: Vice President
ALPINE XXXXX CAPITAL INVESTORS,
LLC
/s/ Xxxxxx X. Xxxxxx
By: Xxxxxx X. Xxxxxx
Title: Chairman & CEO
EXPENSE
LIMITATION AND REIMBURSEMENT
AGREEMENT
SCHEDULE
A
Fund |
Expense
Cap
|
Alpine Dynamic Balance Fund |
1.35%
|
Alpine Dynamic Dividend Fund |
1.35%
|
Alpine Dynamic Financial Services Fund |
1.35%
|
Alpine Dynamic Innovators Fund |
1.35%
|
Alpine Dynamic Transformations Fund |
1.35%
|
Last Updated and Approved by
the Board of Trustees on:
the Board of Trustees on:
December 17, 2007