November 16, 2017 Mr. Jeremy O. May President ALPS Series Trust
November 16, 2017
Xx. Xxxxxx X. Xxx
President
0000 Xxxxxxxx, Xxxxx 0000
Denver, CO 80203
| Re: | ALPS Series Trust (the “Trust”) – Insignia Macro Fund (the “Fund”) |
Dear Mr. Xxx:
This letter confirms the agreement of Meritage Capital, LLC (the “Adviser”) with the Trust to contractually limit the total amount of the “Management Fees” and “Other Expenses” that it is entitled to receive from the Fund.
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 Service Fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses) to an annual rate of 1.75% through January 31, 2019. 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 Adviser further agrees that such fee waivers and reimbursements for the Fund are effective as of February 1, 2018 and shall continue at least through January 31, 2019.
The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through this letter agreement (whether through reduction of its management fee or otherwise) only to the extent that each 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.
| MERITAGE CAPITAL, LLC | ||
| By: | /s/Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | CFO | |
Your signature below acknowledges acceptance of this letter agreement:
| ALPS SERIES TRUST | ||
| By: | /s/Xxxxxx X. Xxx | |
| Name: | Xxxxxx X. Xxx | |
| Title: | President | |
000 Xxxxxxxx Xxx., #0000, Xxxxxx, Xxxxx 00000 T: 512 .63 7.9700 F: 512 .320. 0594 xxx.xxxxxxxxxxxxxxx.xxx
