INVESTMENT ADVISORY AGREEMENT
_____, 2002
Alpine Management & Research, LLC 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx
Xxxx 00000 Dear Sirs:
The undersigned, Alpine Income Trust (the "Trust") is an
investment company organized as a series company, which
means that it may offer separate classes (or series) of shares comprising
different investment portfolios. Presently, the Trust offers two investment
portfolios: Alpine Municipal Money Market Fund and Alpine Tax Optimized Income
Fund (each a "Fund" and collectively, the "Funds"). The Trust desires to employ
its capital by investing and reinvesting the same in securities in accordance
with the limitations specified in its Declaration of Trust and in the Prospectus
and Statement of Additional Information for the Funds as from time to time in
effect, copies of which have been, or will be, submitted to you, and in such
manner and to such extent as may from time to time be approved by the Board of
Trustees (the "Board") of the Trust. Subject to the terms and conditions of this
Agreement, the Trust desires to employ your company (the "Adviser") and the
Adviser desires to be so employed, to supervise and assist in the management of
the business of each Fund. Accordingly, this will confirm our agreement as
follows:
1. The Adviser shall, on a continuous basis, furnish reports,
statistical and research services, and make investment decisions with respect to
the investments of each Fund. The Adviser shall use its best judgment in
rendering these services to the Trust, and the Trust agrees as an inducement to
the Adviser undertaking such services that the Adviser shall not be liable for
any mistake of judgment or in any other event whatsoever, except for lack of
good faith, provided that nothing herein shall be deemed to protect the Adviser
against any liability to the Trust or to the shareholders of the Trust (or the
Fund) to which it would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Adviser's duties
hereunder or by reason of the Adviser's reckless disregard of its obligations
and duties hereunder.
2. The Adviser agrees that it will not make short sales of the
Trust's shares of beneficial interest.
3. The Adviser agrees that in any case where an officer or
director of the Adviser is also an officer or director of another corporation,
and the purchase or sale of securities issued by such other corporation is under
consideration, such officer or director shall abstain from participation in any
decision made on behalf of the Trust (or a Fund) to purchase or sell any
securities issued by such other corporation.
4. The Adviser will provide office facilities to the Trust.
Each Fund will pay the cost of all of its expenses and liabilities, including
expenses and liabilities incurred in connection with maintaining its
registration under the Investment Company Act of 1940, as amended (the "Act"),
and the Securities Act of 1933, as amended, and maintaining any registrations or
qualifications under the securities laws of the states in which the Trust's
shares are registered or qualified for sale, subsequent registrations and
qualifications, costs and expenses of engraving and printing share certificates,
the costs and expenses of preparing, printing, including typesetting, and
distributing prospectuses and statements of additional information of the Trust
and the Fund and supplements thereto to the Trust's shareholders, mailing,
brokerage, issue and transfer taxes on sales of Fund securities, custodian and
stock transfer charges, printing, legal and auditing expenses, expenses of
shareholders' meetings, and reports to shareholders; provided, however, that the
Adviser's fee will be reduced by, or the Adviser will reimburse the Fund for,
any amount necessary to prevent such expenses and liabilities (exclusive of
taxes, interest, brokerage commissions and extraordinary expenses, which
extraordinary expenses are determined by the Trust and the Adviser, but
inclusive of the Adviser's fee) from exceeding the most restrictive of the
expense limitations imposed by state securities commissions of the states in
which the Trust's shares are then registered or qualified for sale.
5. The Adviser may delegate any or all of its investment
management and advisory responsibilities set forth in Paragraph 1 hereof with
respect to a Fund to one or more investment advisers (each, a "Sub-Adviser"),
pursuant in each case to a written agreement with such Sub-Adviser that meets
the requirements of Section 15 of the Act and the rules thereunder applicable to
contracts for service as investment adviser of a registered investment company
(including approval by a vote of a majority of the Trustees who are not
interested persons of the Adviser, Sub-Adviser, or of the Trust, cast in person
at a meeting called for the purpose of voting on such approval and by the vote
of a majority of the outstanding voting securities of the Fund) and otherwise
consistent with the terms of the Act. In the event that the Adviser delegates to
one or more Sub-Advisers all or part of its responsibilities set forth in
Paragraph 1 hereof with respect to a Fund, the Adviser agrees to furnish to the
Trust the following services: (i) supervision and oversight of each
Sub-Adviser's provision of investment management and advisory responsibilities;
(ii) periodic evaluation of the services provided by each Sub-Adviser, and of
the investment performance of the Fund; (iii) advice to and consultation with
the Board with respect to matters relating to the investment operations of the
Fund, including matters relating to the selection, evaluation, retention and
possible termination of each Sub-Adviser; and (iv) regular reporting to the
Board with respect to the foregoing matters.
6. In consideration of the Adviser performing its obligations
hereunder, the Trust will pay to the Adviser a monthly advisory fee accrued
daily and computed at the annual rate of .45% of the value of the average daily
net assets of Alpine Municipal Money Market Fund and .75% of the value of the
average daily net assets of Alpine Tax Optimized Income Fund.
7. The Trust understands that the Adviser acts as investment
adviser to other investment companies, and that the Adviser and its affiliates
may act as investment advisers to individuals, partnerships, corporations,
pension funds and other entities, and the Trust confirms that it has no
objection to the Adviser or its affiliates so acting.
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8. This Agreement shall be in effect until October 30, 2004.
This Agreement shall continue in effect from year to year thereafter with
respect to a Fund, provided it is approved, at least annually, in the manner
required by the Act. The Act requires that, with respect to a Fund, this
Agreement and any renewal thereof be approved by a vote of a majority of
Trustees of the Trust who are not parties thereto or interested persons (as
defined in the Act) of any such party, cast in person at a meeting duly called
for the purpose of voting on such approval, and by a vote of the Board or a
majority of the outstanding voting securities of the Fund. A vote of a majority
of the outstanding voting securities of a Fund is defined in the Act to mean a
vote of the lesser of (i) more than 50% of the outstanding voting securities of
the Fund or (ii) 67% or more of the voting securities present at the meeting if
more than 50% of the outstanding voting securities are present or represented by
proxy.
This Agreement may be terminated at any time with respect to a
Fund, without payment of any penalty, on sixty (60) days' prior written notice
by a vote of a majority of the Fund's outstanding voting securities, by a vote
of a majority of the Board, or by the Adviser. This Agreement shall be
automatically terminated in the event of its assignment (as such term is defined
in the Act).
9. This Agreement is made by the Trust pursuant to authority
granted by the Board, and the obligations created hereby are not binding on any
of the Trustees or shareholders of the Trust individually, but bind only the
property of the Trust.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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If the foregoing is in accordance with your understanding,
please so indicate by signing and returning to the undersigned the enclosed copy
hereof.
Very truly yours,
ALPINE INCOME TRUST
By: _________________________
Name:
Title:
ACCEPTED:
ALPINE MANAGEMENT & RESEARCH, LLC
By: __________________________
Name:
Title:
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