0001193125-13-312067 Sample Contracts

ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this 2nd day of July, 2013, by and between Evergreen Capital Management, LLC (the “Adviser”), a Washington limited liability company, and ALPS Series Trust, a Delaware statutory trust (the “Trust”), regarding the series listed in Appendix A (the “Fund”).

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ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of July 30, 2013 (the “Effective Date”) by and between ALPS Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the series listed in Exhibit A hereto (the “Fund”), as such exhibit may be modified from time to time by written agreement of the parties hereto, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND PRINCIPAL FINANCIAL OFFICER SERVICES AGREEMENT
Principal Financial Officer Services Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

This Principal Financial Officer Services Agreement (this “Agreement”) is effective as of July 30, 2013 (the “Effective Date”) by and between ALPS Series Trust (the “Trust”), a Delaware statutory trust with its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, 80203, on behalf of its series listed in Appendix A hereto (the “Fund”), as such exhibit may be modified from time to time by written agreement of the parties hereto, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation with its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, 80203.

ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND TRANSFER AGENCY AND SERVICES AGREEMENT
Alps Series Trust • July 31st, 2013 • ALPS Series Trust • Colorado

THIS AGREEMENT is made as of July 30, 2013, between ALPS Series Trust (the “Trust”), a Delaware statutory trust under the laws of the state of Delaware, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

THIS SHAREHOLDER SERVICING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business at , , (hereinafter “Servicer”).

BROKER DEALER SELLING AGREEMENT
Broker Dealer • July 31st, 2013 • ALPS Series Trust • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of (hereinafter “Broker/Dealer”).

ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

THIS AGREEMENT is made as of July 30, 2013, between ALPS Series Trust, organized as a Delaware statutory trust (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

NETWORKING Agreement
Networking Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

WHEREAS, this Agreement is being executed by either (a) the transfer agent, shareholder servicing agent and/or other agent (“Fund Agent”) for certain investment companies (“Funds”), or (b) an entity that engages in the purchase and sale of shares of the Funds on behalf of its clients (“Firm”);

Fund/SERV Agreement
Fund/Serv Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

AGREEMENT entered into this day of , 201 , by and between ALPS Distributors, Inc., with its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”), and with its principal place of business in (“Trust Entity”).

ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND DISTRIBUTION AGREEMENT
Alps Series Trust • July 31st, 2013 • ALPS Series Trust • Colorado

THIS AGREEMENT is made as of July 30, 2013, between ALPS Series Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AMENDMENT AGREEMENT
Amendment Agreement • July 31st, 2013 • ALPS Series Trust • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of March 28, 2013 to the Special Custody and Pledge Agreement dated December 20, 2012 between BNP Paribas, acting through its New York Branch (“Counterparty”), ALPS Series Trust, on behalf of its series, Cognios Market Neutral Large Cap Fund (“Customer”), Cognios Capital, LLC (“Manager”) and Union Bank, N.A. (“Custodian”)(the “Agreement”).

AMENDMENT AGREEMENT
Amendment Agreement • July 31st, 2013 • ALPS Series Trust • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of March 28, 2013 to the Special Custody and Pledge Agreement dated December 20, 2012 between BNP Paribas Prime Brokerage, Inc. (“Counterparty”), ALPS Series Trust, on behalf of its series, Cognios Market Neutral Large Cap Fund (“Customer”), Cognios Capital, LLC (“Manager”) and Union Bank, N.A. (“Custodian”)(the “Agreement”).

Amendment to Global Custody Agreement (For Foreign and Domestic Securities)
Global Custody Agreement • July 31st, 2013 • ALPS Series Trust

This Amendment is dated July 2, 2013 (“Effective Date”) to the Global Custody Agreement (For Foreign and Domestic Securities), dated November 29, 2012 (the “Agreement”), and is entered into by and between ALPS Series Trust, a Delaware statutory trust (the “Trust”), and Union Bank, N.A. (the “Custodian”).

SHARE PURCHASE AGREEMENT ALPS SERIES TRUST On behalf of its series, GKE Asian Opportunities Fund (the “Fund”)
Share Purchase Agreement • July 31st, 2013 • ALPS Series Trust

This Agreement is made effective as of the 2nd day of August, 2013 between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and ALPS Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the Fund.

ALPS SERIES TRUST GKE ASIAN OPPORTUNITIES FUND INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 31st, 2013 • ALPS Series Trust • Colorado

This Investment Sub-Advisory Agreement, dated as of July 2, 2013 (the “Effective Date”) by and among ALPS Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the fund listed in Appendix A hereto, as amended from time to time, a series of the Trust (the “Fund”), Evergreen Capital Management, LLC (the “Adviser”), a Washington limited liability company having its principal place of business at 10500 NE 8th, Suite 950, Bellevue, Washington 98004, and GaveKal Capital Limited (the “Sub-Adviser”), a company having its principal place of business at 18 Harbour Road, Suite 3101, Central Plaza, Wanchai, Hong Kong.

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