ALPINE SERIES TRUST EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT
made September 22, 2008 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:
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1.
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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.
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2.
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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.
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3.
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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).
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4.
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This
Agreement shall be construed in accordance with the laws of the state of
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.
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5.
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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.
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6.
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This
Agreement constitutes the entire agreement between the parties hereto with
respect to the matters described
herein.
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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
SCHEDULE
A
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Fund
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Expense
Cap
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Alpine
Dynamic Balance Fund
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1.35%
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Alpine
Accelerating Dividend Fund
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1.35%
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Alpine
Dynamic Dividend Fund
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1.35%
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Alpine
Dynamic Financial Services Fund
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1.35%
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Alpine
Dynamic Innovators Fund
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1.35%
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Alpine
Dynamic Transformations Fund
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1.35%
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Last
Updated and Approved by
the Board
of Trustees on:
9/22/08
