Hillman Capital Management, Inc.

Xxxxxxx Capital Management, Inc.

0000 Xxxxxxxx Xxxxxx, Xxxxx 000

Xxxxxxxx, Xxxxxxxx 00000

Amended and Restated Letter Agreement

January 27, 2021

Xxxxxxx X. Xxxxxxx - President

ALPS Series Trust

0000 Xxxxxxxx, Xxxxx 0000

Xxxxxx, XX 00000

Re: ALPS Series Trust (the “Trust”) – Xxxxxxx Value Fund (the “Fund”)

Dear Xx. Xxxxxxx:

This letter supersedes the letter dated January 12, 2021 and confirms the agreement of Xxxxxxx Capital Management, Inc. (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.

Xxxxxxx Value Fund

The Adviser agrees to limit the Total Annual Fund Operating Expenses (as defined in Item 3 of Form N-1A) of the Fund (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than the Adviser)) to an annual rate of not more than: 0.95% of the Fund's average daily net assets for the Fund's No Load Class, 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 by the amount of such excess. If applicable, the waiver or reimbursement shall be allocated to the No Load Class of the Fund in the same manner as the underlying expenses or fees were allocated.

General

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 3, 2021 and shall continue at least through the later of February 3, 2022 or one year from the date on which the reorganization of the Fund into the Trust is completed; 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.

	XXXXXXX CAPITAL MANAGEMENT, INC.
	By:
	Name:	Xxxx X. Xxxxxxx
	Title:	CEO

Your signature below acknowledges acceptance of this letter agreement:

ALPS SERIES TRUST
By:
Name:	Xxxxxxx X. Xxxxxxx
Title:	President