Common use of Compliance with Rules and Regulations Clause in Contracts

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus the Funds’ prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser or sub-adviser, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds each Fund hereunder shall cause the Funds each Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds each Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trusteach Fund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Fundseach Fund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ each Fund’s investment adviseradvisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ each Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust each Fund or the Funds’ each Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ each Fund’s investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their its primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s Funds’ public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Funds a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFunds. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFunds. Portfolio compliance with: (i) the investment objective objectives and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional informationprospectus(es), as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviseradvisor or co-advisor, as applicable. ALPS will perform Portfolio Compliance portfolio compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the Trust. Funds as identified in Appendix A. ALPS will report violations, if any, to the Trust a Fund and the Funds’ Chief Financial Officer and Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees Funds agree and acknowledges acknowledge that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust a Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser advisor or co-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio The Fund’s investment adviser or sub-adviser, as applicable, shall be responsible for ensuring portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser). ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are conducted, shall be mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio The Fund acknowledges its compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. As directed by the Fund’s investment adviser, ALPS will perform Portfolio Compliance testing periodically, at intervals that are necessary and proper in light of the restriction being tested (e.g. post-trade, daily on a T+2 basis) to test confirm the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund from time to time. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS will independently tests test Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources, including but not limited to the Fund’s custodian. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser adviser, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS Administrator shall comply (and to the extent ALPS Administrator takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS Administrator has knowledge (it being understood that ALPS Administrator is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPSAdministrator). Except as set out in this Agreement, ALPS Administrator assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx1940 Act) with respect to the services providedServices, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS Administrator shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Trust or the Trust’s adviser, as applicable. ALPS Administrator will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS Administrator and the Trust. ALPS Administrator will report violations, if any, to the Trust and Trust, the Funds’ Adviser, and/or the Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPSAdministrator’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Trust’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS Administrator is not responsible and shall not be held liable for matter related to the Trust’s Portfolio Compliance or any act or omission of the Funds’ investment adviser with respect Trust, the Trust’s adviser, as applicable, related to such Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their its primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Fund’s adviser or sub-adviser, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund (i) a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund and (ii) a certification no less frequently than quarterly or as otherwise reasonably requested by the Fund that there are no Material Compliance Matters (as defined in Rule 38a-1) involving ALPS that affect or could affect the Fund. ALPS shall make available to the Fund’s Chief Compliance Officer its compliance personnel and shall provide to the Fund’s Chief Compliance Officer at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional informationinformation and/or reports to shareholders, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are conducted, shall be mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser advisor or sub-advisor, as applicable, of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS Administrator shall comply (and to the extent ALPS Administrator takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS Administrator has knowledge (it being understood that ALPS Administrator is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPSAdministrator). Except as set out in this Agreement, ALPS Administrator assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx1940 Act) with respect to the services providedServices, and shall provide to the Trust (i) a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust or the Trust’s Chief Compliance Officer, and (ii) a certification that there are no Material Compliance Matters (as defined in Rule 38a-1 under the 1940 Act) involving the Administrator that affect or could affect the Trust no less frequently than quarterly or as otherwise reasonably requested by the Trust or the Trust’s Chief Compliance Officer. ALPS Administrator shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust or the Trust’s Chief Compliance Officer. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Trust or the Trust’s adviser, as applicable. ALPS Administrator will perform Portfolio Compliance testing (post-trade, daily on a T+2 basisT+2) to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS Administrator and the Trust. ALPS Administrator will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s Administrator’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Trust’s investment adviser or sub-adviser(s) of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS Administrator is not responsible and shall not be held liable for the Trust’s Portfolio Compliance or any act or omission of the Funds’ investment Trust, the Trust’s adviser with respect or sub-adviser, as applicable, related to such Portfolio ComplianceCompliance unless arising directly or indirectly from Administrator’s willful misfeasance, bad faith, gross negligence or reckless disregard by Administrator in the performance of its duties, obligations or responsibilities set forth in this Agreement.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s Funds’ public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust Administrator a certification to such effect no less than annually or as otherwise reasonably requested by the TrustAdministrator. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustAdministrator. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus the Funds’ prospectuses and statement statements of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviseradvisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustAdministrator. ALPS will report violations, if any, to the Trust Funds and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Administrator agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Funds or the Funds’ investment adviser Advisors of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by or on behalf of the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by or on behalf of the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility Upon request of the FundsTrust, ALPS will provide to the Trust in connection with any periodic annual or semi-annual shareholder report filed by the Trust or, in the absence of the filing of such reports, on a quarterly basis, or upon the reasonable request of the Trust a sub-certification pursuant to the Xxxxxxxx-Xxxxx Act of 2002 with respect to ALPS’ investment adviserperformance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, ALPS will provide to the Trust a certification in connection with Rule 38a-1 under the 1940 Act. ALPS reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to provide the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust with such amendments or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Complianceupdates no less frequently than annually.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s Funds’ public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio ALPS will review, no less frequently than annually, its supervisory procedures and report any material changes to such procedures to the Trust’s Chief Compliance Officer. ALPS shall make available to the Trust’s Chief Compliance Officer a copy of ALPS’ independently prepared FINRA Rule 3120 report (Compliance Program Review Findings and Recommendations Report) within a commercially reasonable period of time upon the final issuance of such report. ALPS reserves the right to amend and update its compliance with: (i) program and the investment objective measurement tools and certain policies certifications provided thereunder from time to time in order to address changing regulatory and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserindustry developments. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and provide the Trust. ALPS will report violations, if any, to the Trust and the Funds’ ’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in with a summary of material amendments or updates (to the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Complianceextent applicable) no less frequently than annually.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. ALPS shall provide the Trust with a SSAE 16 Report on an annual basis. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserTrust’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) monthly to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are to be mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Trust’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio review, no less frequently than annually, its supervisory procedures and report any material changes to such procedures to the Fund’s Chief Compliance testing Officer. ALPS shall make available to the Fund’s Chief Compliance Officer a copy of ALPS’ independently prepared FINRA Rule 3120 report (post-trade, daily on Compliance Program Review Findings and Recommendations Report) within a T+2 basis) commercially reasonable period of time upon the final issuance of such report. ALPS reserves the right to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency amend and nature of the Portfolio Compliance Testing update its compliance program and the methodology measurement tools and process certifications provided thereunder from time to time in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed order to between ALPS address changing regulatory and the Trustindustry developments. ALPS will report violations, if any, to provide the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in with a summary of material amendments or updates (to the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Complianceextent applicable) no less frequently than annually.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserAdvisor. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are conducted, shall be mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Advisor with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds a Fund hereunder shall cause the Funds applicable Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds a Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Fundsa Fund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than frequently annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries summaries, certifications and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio The parties agree that portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserAdvisor. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ each Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Advisor with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust Trust, on behalf of the Funds Funds, of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s Funds’ public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus the Funds’ prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Funds and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees Funds agree and acknowledges acknowledge that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Funds or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s Funds’ public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Funds a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFunds. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFunds. Portfolio compliance with: (i) the investment objective objectives and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional informationprospectus(es), as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviseradvisor or co-advisor, as applicable. ALPS will perform Portfolio Compliance portfolio compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFunds. ALPS will report violations, if any, to the Trust a Fund and the Funds’ Chief Financial Officer and Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees Funds agree and acknowledges acknowledge that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust a Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser advisor or co-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. ALPS shall promptly notify the Fund upon receiving any written notice, order, subpoena or other document evidencing regulatory action or that a governmental authority, agency or body intends to investigate ALPS’ activities specific to its role as the principal underwriter and distributor of the Fund, to the extent permissible by applicable law, ALPS’ policies and procedures, and to the extent advisable by ALPS’ legal counsel. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are conducted, have been mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser adviser(s), with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance Compliance with: (i) the investment objective objective(s) and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. To assist the Fund’s investment adviser, ALPS will perform monthly Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”)) and will report such results to the Fund’s adviser on a monthly basis. To the extent ALPS becomes aware of a failure or beach of Portfolio Compliance prior to ALPS’ distribution of the next scheduled report, ALPS will notify the fund’s adviser of such failure or breach as soon as practicable. The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund’s investment adviser. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust and to provide information with respect to material violations of the program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s chief compliance officer or the Trust’s Board of Trustees. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement Upon request of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser Trust’s Board of their primary dayTrustees, ALPS will provide to the Trust in connection with any periodic annual or semi-to-day responsibility for assuring annual shareholder report filed by the Trust or, in the absence of the filing of such Portfolio Compliancereports, including on a pre-trade quarterly basis, and ALPS shall not be held liable for any act or omission upon the reasonable request of the Funds’ investment adviser Trust a sub-certification pursuant to the Xxxxxxxx-Xxxxx Act of 2002 with respect to Portfolio ComplianceALPS’ performance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, ALPS will provide to the Trust a certification in connection with Rule 38a-1 under the 1940 Act. ALPS reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments. ALPS will provide the Trust with such amendments or updates no less frequently than annually.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a comprehensive compliance program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio review, no less frequently than annually, its supervisory procedures and report any material changes made to such procedures to the Fund’s Chief Compliance testing Officer. ALPS shall make available to the Fund’s Chief Compliance Officer a copy of ALPS’ independently prepared FINRA Rule 3120 report (post-trade, daily on Compliance Program Review Findings and Recommendations Report) within a T+2 basis) commercially reasonable period of time upon the final issuance of such report. ALPS reserves the right to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency amend and nature of the Portfolio Compliance Testing update its compliance program and the methodology measurement tools and process certifications provided thereunder from time to time in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed order to between ALPS address changing regulatory and the Trustindustry developments. ALPS will report violations, if any, to provide the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in with a summary of material amendments or updates (to the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Complianceextent applicable) no less frequently than annually.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it knowledge(it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS Administrator shall comply (and to the extent ALPS Administrator takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS Administrator has knowledge (it being understood that ALPS Administrator is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPSAdministrator). Except as set out in this Agreement, ALPS Administrator assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx1940 Act) with respect to the services providedServices, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS Administrator shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Trust or the Fund’s adviser/sub-advisor, as applicable. ALPS Administrator will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS Administrator and the Trust. ALPS Administrator will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPSAdministrator’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser advisor or sub-advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS Administrator is not responsible and shall not be held liable for matter related to a Fund’s Portfolio Compliance or any act or omission of a Fund or the Funds’ investment adviser with respect Trust, the Trust’s advisor or sub-advisor, as applicable, related to such Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable US laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has actual knowledge (it being understood that ALPS is deemed to have actual knowledge of all written investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Notwithstanding anything herein to the contrary, the Fund agrees and acknowledges that ALPS provides no services related to the Puerto Rico Investment Companies Act of 2013, as amended, restated or supplemented from time to time (“PRICA”). All compliance, obligations or duties of the Fund with respect to PRICA, including but not limited to any regulatory filings or communications, shall be solely the obligation of the Fund. All services, determinations or calculations provided hereunder by ALPS related to accounting, billing, expenses, valuation, withholding, fees or the like shall be subject to US Generally Accepted Accounting Principles (“US GAAP”). Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub- advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (— and to the extent ALPS takes or is required to take action on behalf of the Funds Fund or its Portfolios hereunder shall cause the Funds Fund and its Portfolios to comply) comply — with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf Fund or any of the Funds its Portfolios of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS)knowledge. Except as specifically set out in this Agreementforth herein, ALPS assumes no responsibility for such compliance by the Trust Fund or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trustany Portfolio. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus the Funds’ prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC Securities and Exchange Commission (“SEC”) rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or the Fund’s sub-advisor(s), as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Trust, or the Funds’ investment adviser any advisor or sub-advisor(s), as applicable, of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or a sub-advisor with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-post- trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their its primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust Cortina on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustCortina ’s public filings or otherwise provided to ALPS). ) .. Except as set out in this AgreementAgreement , ALPS assumes no responsibility for such compliance by the Trust Cortina or the Funds. Funds .. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Cortina a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. Cortina .. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustCortina. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus the Funds’ prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser or sub-adviser, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the TrustCortina. ALPS will report violations, if any, to the Trust Cortina and the Funds’ Cortina’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Cortina agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust Cortina or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds or ICON hereunder shall cause the Funds or ICON to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds or ICON of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust and ICON a certification to such effect no less than annually or as otherwise reasonably requested by the TrustTrust or ICON. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustTrust or ICON. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s Registration Statement (prospectus and statement of additional information, as applicable); and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is as required daily and is otherwise the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the TrustTrust and ICON. ALPS will report violations, if any, to the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges ICON agree and acknowledge that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser or sub-adviser, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio Fund compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing testing and the methodology and process in accordance with which the Portfolio Compliance Testing testing are conducted conducted, are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing testing performed by ALPS is limited by the information contained in the fund Trust accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Trust’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Fundsa Fund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ a Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer and to the Fund’s investment adviser as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or or, the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Administrator or the Fund hereunder shall cause the Funds Administrator and/or Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Administrator or Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust Administrator or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustAdministrator or the Fund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviseradviser or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Administrator agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Administrator of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Administrator or the Fund’s investment adviser or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ Fund’s investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. ALPS shall provide Trust with a SSAE 16 Report, or other successor, independently-audited report on internal controls, on an annual basis. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserTrust’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) monthly to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are to be mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Trust’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective objectives and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional informationprospectus(es), as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or co-advisor, as applicable. ALPS will perform Portfolio Compliance portfolio compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the Trust. Fund as identified in Appendix A. ALPS will report violations, if any, to the Trust a Fund and the Funds’ Fund’s Chief Financial Officer and Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust a Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or co-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus the Portfolios’ prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the FundsPortfolios’ investment adviser or sub-adviser, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the FundsPortfolios’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the FundsPortfolios’ investment adviser or sub-adviser, as applicable, of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the FundsPortfolios’ investment adviser or sub-adviser, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and the Securities Act of 1933, as amended and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Fund’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds a Fund hereunder shall cause the Funds a Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trusteach Fund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Fundsany Fund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Funds a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trusta Fund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trusta Fund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each a Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ each Fund’s investment adviseradviser or sub-advisers, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ each Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFunds. ALPS will report violations, if any, to the Trust applicable Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees Funds agree and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust any Fund or the Funds’ investment adviser its Adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment a Fund’s adviser or sub-adviser, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s 's public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Fundsa Fund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s 's prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “"Portfolio Compliance”") is required daily and is the responsibility of the Funds’ ' investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ a Fund's Portfolio Compliance (the “"Portfolio Compliance Testing”"). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ ' Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s 's fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s 's performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ ' investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ ' investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (-- and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) comply -- with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trustknowledge. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserAdviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are conducted, shall be mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable US laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has actual knowledge (it being understood that ALPS is deemed to have actual knowledge of all written investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Notwithstanding anything herein to the contrary, the Fund agrees and acknowledges that ALPS provides no services related to the Puerto Rico Investment Companies Act of 2013, as amended, restated or supplemented from time to time (“PRICA”). All compliance, obligations or duties of the Fund with respect to PRICA, including but not limited to any regulatory filings or communications, shall be solely the obligation of the Fund. All services, determinations or calculations provided hereunder by ALPS related to accounting, billing, expenses, valuation, withholding, fees or the like shall be subject to US Generally Accepted Accounting Principles (“US GAAP”). Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, the Transfer Agency and Services Agreement by and between the Trust and ALPS, and the Chief Compliance Officer Services Agreement by and between the Trust and ALPS, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Provided that the Trust pays the required fees, ALPS shall provide Trust with a SAS 70 Report on an annual basis. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserTrust’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) monthly to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are to be mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Trust’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio Fund compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing testing and the methodology and process in accordance with which the Portfolio Compliance Testing testing are conducted conducted, are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing testing performed by ALPS is limited by the information contained in the fund Trust accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing testing shall not relieve the Trust or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Trust’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s Fund's public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedprovided hereunder, and shall provide to the Trust Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus 's prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “"Portfolio Compliance”") is required daily and is the responsibility of the Funds’ investment adviserFund's advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund's Portfolio Compliance (the “"Portfolio Compliance Testing”"). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund's Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ' fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ' performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund's investment adviser of their its primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund's investment adviser advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (— and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) comply — with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the Funds. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trustknowledge. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserAdviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are conducted, shall be mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment adviser Adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust Fund on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust Fund or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Fund’s adviser or sub-adviser, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ Fund’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ Fund’s investment adviser with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services provided, and shall provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. ALPS shall provide Trust with a SAS 70 Report on an annual basis. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserTrust’s advisor or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) monthly to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are to be mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser Advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment adviser Trust’s advisor or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS Administrator shall comply (and to the extent ALPS Administrator takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS Administrator has knowledge (it being understood that ALPS Administrator is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPSAdministrator). Except as set out in this Agreement, ALPS Administrator assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services providedServices, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS Administrator shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Trust or the Trust’s adviser, as applicable. ALPS Administrator will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS Administrator and the Trust. ALPS Administrator will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPSAdministrator’s performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Trust’s investment adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS Administrator is not responsible and shall not be held liable for matter related to the Trust’s Portfolio Compliance or any act or omission of the Funds’ investment adviser with respect Trust, the Trust’s adviser, as applicable, related to such Portfolio Compliance.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable US laws, rules, regulations, orders and code of ethics, as well as all written investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has actual knowledge (it being understood that ALPS is deemed to have actual knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fund’s prospectus and statement of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviser. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted are mutually agreed to between ALPS and the Trust. ALPS will report violations, if any, Notwithstanding anything herein to the Trust and contrary, the Funds’ Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS provides no services related to the Puerto Rico Investment Companies Act of 2013, as amended, restated or supplemented from time to time (“PRICA”). All compliance, obligations or duties of the Fund with respect to PRICA, including but not limited to any regulatory filings or communications, shall be solely the obligation of the Fund. All services, determinations or calculations provided hereunder by ALPS related to accounting, billing, expenses, valuation, withholding, fees or the like shall be subject to US Generally Accepted Accounting Principles (“US GAAP”). ALPS shall promptly notify the Fund upon receiving any written notice, order, subpoena or other document evidencing regulatory action or that a governmental authority, agency or body intends to investigate ALPS’s ’ activities specific to its role as the transfer agent of the Fund, to the extent permissible by applicable law, ALPS’ policies and procedures, and to the extent advisable by ALPS’ legal counsel. Upon request of the Fund, ALPS will provide to the Fund in connection with any periodic annual or semi-annual shareholder report filed by the Fund a sub-certification pursuant to the Sarbanes Oxley Act of 2002 with respect to ALPS’ internal controls related to its performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ investment adviser of their primary day-to-day responsibility for assuring such Portfolio Complianceservices set forth in this Agreement. In addition, including on a pre-trade quarterly basis, ALPS will provide to the Fund a certification in connection with Rule 38a-1 under the 1940 Act. ALPS reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments. ALPS shall not be held liable for any act will provide the Fund with such amendments or omission of the Funds’ investment adviser with respect to Portfolio Complianceupdates no less frequently than annually.

Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Funds Fund hereunder shall cause the Funds Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the TrustFund’s public filings or otherwise provided to ALPS). ) .. Except as set out in this AgreementAgreement , ALPS assumes no responsibility for such compliance by the Trust or the FundsFund. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust Fund a certification to such effect no less than annually or as otherwise reasonably requested by the TrustFund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the TrustFund. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each the Fund’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment adviserFund’s adviser or sub-advisor, as applicable. ALPS will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Fund’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS and the TrustFund. ALPS will report violations, if any, to the Trust Fund and the Funds’ Fund’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s ’ fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust Fund agrees and acknowledges that ALPS’s ’ performance of the Portfolio Compliance Testing shall not relieve the Trust Fund or the Funds’ investment its adviser of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS shall not be held liable for any act or omission of the Funds’ investment Fund’s adviser or sub-advisor, as applicable, with respect to Portfolio Compliance.

Compliance with Rules and Regulations. ALPS Administrator shall comply (and to the extent ALPS Administrator takes or is required to take action on behalf of the Funds Trust hereunder shall cause the Funds Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust on behalf of the Funds of which ALPS Administrator has knowledge (it being understood that ALPS Administrator is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPSAdministrator). Except as set out in this Agreement, ALPS Administrator assumes no responsibility for such compliance by the Trust or the FundsTrust. ALPS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 1000 Xxx) with respect to the services providedServices, and shall provide to the Trust a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust. ALPS Administrator shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. Portfolio compliance with: (i) the investment objective and certain policies and restrictions as disclosed in each Fundthe Trust’s prospectus prospectus(es) and statement statement(s) of additional information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required daily and is the responsibility of the Funds’ investment Trust or the Fund’s adviser/sub-advisor, as applicable. ALPS Administrator will perform Portfolio Compliance testing (post-trade, daily on a T+2 basis) to test the Funds’ Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing are conducted conducted, are mutually agreed to between ALPS Administrator and the Trust. ALPS Administrator will report violations, if any, to the Trust and the Funds’ Trust’s Chief Compliance Officer as promptly as practicable following discovery. ALPS independently tests Portfolio Compliance based upon information contained in the source reports received by ALPS’s fund accounting department and supplemental data from certain third-party sources. As such, Portfolio Compliance Testing performed by ALPS is limited by the information contained in the fund accounting source reports and supplemental data from third-party sources. The Trust agrees and acknowledges that ALPS’s Administrator’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Funds’ Fund’s investment adviser advisor or sub-advisor of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade basis, and ALPS Administrator is not responsible and shall not be held liable for matter related to a Fund’s Portfolio Compliance or any act or omission of a Fund or the Funds’ investment adviser with respect Trust, the Trust’s advisor or sub-advisor, as applicable, related to such Portfolio Compliance.