DDJ CAPITAL MANAGEMENT, LLC

Exhibit (h)(38)

DDJ CAPITAL MANAGEMENT, LLC

000 Xxxxxx Xxxxxx

Xxxxxxxx 0, Xxxxx 000

Xxxxxxx, XX 00000

January 7, 2021

Xx. Xxxxxxx Xxxxxxx

President

ALPS Series Trust

0000 Xxxxxxxx, Xxxxx 0000

Xxxxxx, XX 00000

Re: ALPS Series Trust (the “Trust”) – DDJ Opportunistic High Yield Fund (the “Fund”)

Dear Xx. Xxxxxxx:

This letter (the “Agreement”) confirms the agreement of DDJ Capital Management, LLC (the “Adviser”) with the Trust to contractually limit the total amount of the “Management Fees” that it is entitled to receive from the Fund and to reimburse “Other Expenses” to the extent required below.

The Adviser agrees to limit the Total Annual Fund Operating Expenses (as defined in Item 3 of Form N-1A) of the Fund (excluding Distribution and Service (12b-1) Fees, Shareholder Servicing Fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses) to an annual rate of 0.79% of the Fund’s average daily net assets for each of the Institutional Class, Class I and Class II shares during the term of this Agreement. The Adviser will reduce the fee payable with respect to the Fund to the extent of such excess and/or shall reimburse the Fund (or class as applicable) by the amount of such excess. If applicable, the waiver or reimbursement shall be allocated to each class of the Fund in the same manner as the underlying expenses or fees were allocated.

The Trust shall reduce the Management Fees owed to the Adviser and/or invoice the Adviser with respect to any such reimbursement amounts owed by the Adviser to the Trust. Any such invoices are payable upon receipt. Invoices should be delivered via email to the Adviser at the email address the Adviser provides to the Trust.

The Adviser further agrees that such fee waivers and reimbursements for the Fund are effective as of February 1, 2021 and shall continue at least through January 31, 2022; and will thereafter continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Trustees of the Trust and the Adviser does not provide at least 30 days written notice of non-continuance prior to the end of the then effective term. Except due to the Adviser’s notice of non-renewal, this Agreement may only be amended or terminated with the approval of the Board of Trustees of the Trust.

The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through this Agreement (whether through reduction of its management fee or otherwise) only to the extent that the applicable Fund’s expenses in later periods do not exceed the lesser of (1) the contractual expense limit in effect at the time the Adviser waives or limits the expenses or (2) the contractual expense limit in effect at the time the Adviser seeks to recover the expenses. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees or expenses more than three years after the date on which the fee and expense was reduced, as calculated on a monthly basis.

	DDJ CAPITAL MANAGEMENT, LLC
	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	President

Your signature below acknowledges acceptance of this letter agreement:

ALPS SERIES TRUST
By:	/s/ Xxxxxxx Xxxxxxx
Name:	Xxxxxxx Xxxxxxx
Title:	President

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