ALPINE INCOME TRUST AMENDMENT NO. 1 FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT
NO. 1
THIS
AMENDMENT dated as of November 1, 2004 to the Fund Administration Servicing
Agreement dated as of the 22nd day of September, 2003 (the "Agreement"), by
and
between Alpine Income Trust, a business trust organized under
the laws of the State of Delaware (the "Trust") and U.S. Bancorp Fund
Services, LLC (USBFS), a Wisconsin limited liability company shall
amend the Agreement as follows:
Section
3. Compensation
USBFS
shall be compensated for providing the services set forth in the Agreement
in
accordance with the fee schedule set forth on Exhibit B hereto (as amended
from
time to time). The Trust shall pay all fees and reimbursable expenses within
thirty (30) calendar days following receipt of the billing notice, except for
any fee or expense subject to a good faith dispute. The Trust shall notify
USBFS
in writing within thirty (30) calendar days following receipt of each invoice
if
the Trust is disputing any amounts in good faith. The Trust shall settle such
disputed amounts within ten (10) calendar days of the day on which the parties
agree to the amount to be paid. With the exception of any fee or expense the
Trust is disputing in good faith as set forth above, unpaid invoices shall
accrue a finance charge of one and one-half percent (1 %%)
per month, after the due date. Notwithstanding anything to the contrary,
amounts owed by the Trust to USBFS shall only be paid out of the assets and
property of the particular Fund involved.
Section
6. Term
of Agreement
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A.
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This
Amendment shall be effective on the date of this amendment and shall
continue for a period of three (3) years fiom the date hereof (the
"Initial Term").
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B.
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The
Agreement may be terminated by either party upon giving sixty (60)
days
prior written notice to the other party or such shorter period as
is
mutually agreed upon by the
parties.
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C.
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Upon
the expiration of the Initial Term, the Agreement shall automatically
renew for successive terms of one (1) year ("Renewal Terms") each,
unless
the Trust or USBFS provides written notice to the other of its intent
not
to renew. Such notice must be received not less than sixty (60) days
prior
to the expiration of the Initial Term or the then current Renewal
Term.
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D.
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In
the event the Trust gives notice of termination, all reasonable expenses
associated with movement (or duplication) of records and materials
and
conversion thereof to a successor fund administrator or other service
provider, and all trailing expenses incurred by USBFS, will be borne
by
the Trust.
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Section
9. Duties in the Event
of Termination
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A.
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In
the event that a successor to any of USBFS's duties or responsibilities
hereunder is designated by the Trust by written notice to USBFS,
USBFS
will promptly, upon such termination and at the expense of the Trust
transfer to such successor all relevant books, records, correspondence
and
other data established or maintained by USBFS under the Agreement
in a
form reasonably acceptable to the Trust (if such form differs from
the
form in which USBFS has maintained the same, the Trust shall pay
any
expenses associated with transferring the same to such form), and
will
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from USBFS's personnel in the establishment
of
books, records and other data by such
successor.
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B.
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Early
Termination. If the Trust replaces USBFS as service provider for the
Trust for any reason other than upon the expiration of the Initial
Term or
any successive twelve-month term, or if a third party is added to
perform
all or part of the Services provided by USBFS under this Agreement,
then
the Trust shall pay to USBFS liquidated damages. If the termination
occurs
in year one (1) of the Initial Term, liquidated damages will be paid
to
USBFS in an amount equal to two basis points (0.02%) of the average
net
assets for the Trust during the 365 days preceding the date notice
of
conversion or termination of services was provided. If the Trust
terminates the USBFS services in year two (2) of the Initial Term,
the
Trust shall pay USBFS one basis point (0.01%) of the average net
assets
for the Trust during the 365 days preceding notice of conversion
or
termination of services. If conversion or termination shall occur
in the
final year of the Initial Term, the Trust shall provide 120-day notice
to
USBFS, superseding the Trust's notice requirement in Section
6(B).
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C.
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The
liquidated damages provision shall also apply in the event a change
of
control with respect to the Fund occurs, the Trust is merged into
another
legal entity in part
or in whole pursuant to any form of business reorganization, or is
liquidated in part or in whole prior to the expiration of the Initial
Term
of this Amendment, and USBFS is not retained as service provider.
The
parties acknowledge and agree that, in the event USBFS ceases to
be
retained as set forth above, (i) determination of actual damages
incurred
by USBFS would be extremely difficult, (ii) the liquidated damages
provision contained herein is intended to adequately compensate USBFS
for
damages incurred and is not intended to constitute any form of penalty
and
(iii) the liquidated damages are reasonable and proportionate to
the
probable loss suffered by USBFS. Any
such payment shall be due and payable on or before the day the Agreement
terminates, a third party is added, or Trust is merged or liquidated,
as
applicable.
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D.
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If
USBFS materially
breaches this Agreement due to USBFS's willful
misfeasance, gross negligence or reckless disregard of its duties
and
obligations hereunder the Trust may give written notice thereof to
USBFS, and if such
material breach shall not have been remedied to the reasonable
satisfaction of the Trust within thirty (30) days after such written
notice is given, then the Trust may terminate the Agreement without
paying
liquidated damages.
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IN
WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed by a duly authorized officer
on
one or more counterparts as of the day and year first written
above.
| ALPINE INCOME TRUST | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President
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