ALPINE SERIES TRUST 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”):
WITNESSETH:
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
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.
|
By:
|
/s/
Xxxxxxx X.
Xxxxx
|
|
|
Xxxxxxx
X. Xxxxx
VP/Treasurer
|
||
ALPINE
XXXXX CAPITAL INVESTORS, LLC
|
By:
|
/s/
Xxxxxx X.
Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx
Chairman/CEO
|
||
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%
|
||
Last
Updated and Approved by
the
Board
of Trustees on:
|
6/23/06
|
