ALPINE TAX OPTIMIZED INCOME FUND
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made ____ the day of ________, 2002 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.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
-3-
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the day and year first above written.
ALPINE INCOME TRUST
By: _________________________________
Date: November , 2002
ALPINE MANAGEMENT & RESEARCH, LLC
By: _________________________________
Date: November , 2002
-3-
