0001398344-18-008993 Sample Contracts

ALPS SERIES TRUST AMERICAN INDEPENDENCE FUNDS CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • June 13th, 2018 • ALPS Series Trust • Colorado

This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of [May __, 2018] (the “Effective Date”) by and between ALPS Series Trust (the “Trust”), a Delaware statutory trust, on behalf of the series listed in Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), 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.

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TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • June 13th, 2018 • ALPS Series Trust • Colorado

THIS AGREEMENT is made as of [May __, 2018], 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.

ALPS SERIES TRUST AMERICAN INDEPENDENCE GLOBAL TACTICAL ALLOCATION FUND AMERICAN INDEPENDENCE KANSAS TAX-EXEMPT BOND FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 13th, 2018 • ALPS Series Trust • Delaware

This Agreement is made and entered into effective as of ______________ ___, 2018, by and between the ALPS Series Trust (“Trust”), a Delaware statutory trust, on behalf of the American Independence Global Tactical Allocation Fund (“GTA Fund”) and the American Independence Kansas Tax-Exempt Bond Fund (“Kansas Fund”), each a series of shares of the Trust (collectively, “Funds” and individually, a “Fund”), and Manifold Partners, LLC, a Delaware limited liability company (“Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 13th, 2018 • ALPS Series Trust • Colorado

This Investment Sub-Advisory Agreement made as of the ___day of __________, 2018, by and among ALPS Series Trust, a Delaware statutory trust, located at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Trust”), Carret Asset Management, LLC, , a Delaware limited liability company, located at 320 Park Avenue, 18th Floor, New York, New York 10022, (the “Sub-Adviser”), and Manifold Partners, LLC a Delaware limited liability company located at 75 Virginia Road, Box 14, North White Plains, New York 10603 (the “Adviser”).

PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • June 13th, 2018 • ALPS Series Trust • Colorado

THIS AGREEMENT is made as of ___________, 2018, between ALPS Series Trust, organized as a Delaware statutory trust (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

SHARE PURCHASE AGREEMENT ALPS SERIES TRUST On behalf of its series, American Independence Global Tactical Allocation Fund and American Independence Kansas Tax-Exempt Bond Fund (the “Funds”)
Share Purchase Agreement • June 13th, 2018 • ALPS Series Trust

This Agreement is made effective as of the _______ day of May, 2018 between ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation, and ALPS Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the Funds.

Amendment No. 2 to Distribution Agreement
Distribution Agreement • June 13th, 2018 • ALPS Series Trust

This Amendment No. 2 to the Distribution Agreement (this “Amendment”) between ALPS Series Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”), is effective as of _________________, 2018.

MANIFOLD PARTNERS, LLC
Management Fee Agreement • June 13th, 2018 • ALPS Series Trust

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

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