Common use of ALPS Compensation; Expenses Clause in Contracts

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Funds’ investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust, the Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the Fund’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency agency, and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, repurchase offer notifications and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). To the extent applicable, the Fund is responsible for all out-of-pocket expenses incurred by ALPS in connection with travel expenses to Board meetings.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not NOT bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; taxes; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Fund trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, and proxy materials and other communications to shareholders; securities pricing data services; and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. For the avoidance of doubt, ALPS will not bear any of the costs of Fund personnel. Other Additionally, ALPS shall not bear other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, includingwhich may include, but are not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares (if required) for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase tender offers for the purpose of repurchasing Fund sharesShares; administration, transfer agency agency, and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, tender offer notifications and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); provided, however, that the cost of any expenses that are passed through to the Fund shall be priced at the actual cost of such expenses without any additional markup by ALPS. To the extent applicable, the Fund is responsible for all reasonable and documented out-of-pocket expenses incurred by ALPS in connection with travel expenses to meetings of the Fund’s board of trustees (the “Board of Trustees”). (b) The Fund shall compensate ALPS in accordance with the terms of the Fund’s then-current prospectus

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust Trust, on behalf of the Fund each Fund, shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Trust or each Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the each Fund’s investment adviser originally provided to ALPS. During ALPS and/or in cases where ALPS provides services to additional funds as agreed upon and identified in Appendix A. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) C will be subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Trust of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the each Fund or the each Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning a Fund or a Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During On each year anniversary date of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the minimum fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) Fee Schedule is subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Funds’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto, as amended from time to time. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined materially different, as agreed to be materially different by the Fund and ALPS, from what the Fund’s investment adviser Fund originally provided to ALPS. During each year If, after completion of the term Initial Term, this Agreement remains operational pursuant to the terms of this AgreementSection 19(b), unless the parties total fee for all services shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, equal the fee that would be charged for the same services would be the base based on a fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost increased by the percentage increase for the twelve-month period of living adjustment based on such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index Index is terminated, any successor or substitute index, appropriately adjusted, acceptable applicable to all both parties; provided that such annual cost of living adjustment shall not exceed 5%. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise expressly provided herein. ALPS will not bear any of the costs of Fund personnel, except in the event that an employee of ALPS serves as a Fund officer (other than as Chief Compliance Officer), in which case such employee shall serve in such capacity without remuneration from the Fund. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred sharesadministrative and accounting expenses; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; costs related to securities pricing data data; and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Funds and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Funds originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. For the avoidance of doubt, ALPS will not bear any of the costs of Fund the Funds’ personnel. Other Additionally, ALPS shall not bear other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, includingwhich may include, but are not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Funds or the Funds’ investment advisor; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offer or repurchase offers for the purpose of repurchasing Fund sharesoffers; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Funds’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); any litigation expensesexpenses unrelated to this agreement; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Adviser and such fees are subject to renegotiation between among the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto, as amended from time to time. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined materially different, as agreed to be materially different from what by the Fund’s investment adviser originally provided to Fund and ALPS. During each year , If, after completion of the term Initial Term, this Agreement remains operational pursuant to the terms of this AgreementSection 15(b), unless the parties total fee for all services shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, equal the fee that would be charged for the same services would be the base based on a fee rate (as reflected in Appendix C) subject to an annual cost increased by the percentage increase for the twelve-month period of living adjustment based on such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index Index is terminated, any successor or substitute index, appropriately adjusted, acceptable applicable to all both parties, provided that such annual cost of living adjustment shall not exceed 5%. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise expressly provided herein. ALPS will not bear any of the costs of Fund personnel, except in the event that an employee of ALPS serves as a Fund officer (other than as Chief Compliance Officer), in which case such employee shall serve in such capacity without remuneration from the Fund. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel, except in the event that an employee of ALPS serves as a Fund officer (other than as chief compliance officer or principal financial officer), in which case such employee shall serve in such capacity without remuneration from the Fund. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency agency, and custodial expenses; interest; Trust trusteesFund Trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesTrustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). (b) ALPS recognizes that the Board of Trustees (the “Board”) of the Fund has adopted a distribution plan pursuant to Rule 12b-1 (the “Plan”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and ALPS agrees that any amounts paid under the Plan will be paid pursuant to the terms of the Plan and in accordance with the Board’s instructions.

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the Fund’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund sharesShares; administration, transfer agency agency, and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, repurchase offer notifications and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). To the extent applicable, the Fund is responsible for all reasonable out-of-pocket expenses incurred by ALPS in connection with travel expenses to meetings of the Trust’s board of trustees (the “Board”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) B are subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust Fund directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteestrustees or directors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Funds’ investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Trust or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Trustees’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected fees listed in Appendix C) the Fee Schedule, subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Funds’ investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Trust or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Trustees’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall will pay ALPS the fees listed and expenses set forth in Appendix C heretothe fee letter(s) (a “Fee Letter”), which may be amended from time to time: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the Fund. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During On each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the January 1 (pro-rated for a previous year of this Agreementpartial year), the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to an annual Fee Letter shall be increased by a cost of living adjustment based on as described in Fee Letter. ALPS will provide notice to the Consumer Price Index for Urban Wage Earners and Clerical Workers, for Fund of the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication amount of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable cost of living increase prior to all partiesits implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided hereinherein and in Fee Letter. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s its investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided ALPS as set forth in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesExhibit A hereto. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund or the Fund’s investment adviserTrust and not by ALPS, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trusteestrustees or directors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto, as amended from time to time. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined materially different, as agreed to be materially different by the Fund and ALPS, from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the minimum base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise expressly provided herein. ALPS will not bear any of the costs of Fund personnel, except in the event that an employee of ALPS serves as a Fund officer (other than as chief compliance officer or principal financial officer), in which case such employee shall serve in such capacity without remuneration from the Fund. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund Trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesTrustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Funds’ investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust on behalf of the Funds and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementagree, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Trust/Fund personnelpersonnel not otherwise employed by or affiliated with ALPS. Other Trust/Fund expenses incurred shall be borne by the Trust/Fund or the a Fund’s investment adviser, including, but not limited to, : initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Trust/Fund or a Fund’s investment adviser; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory advisory-related legal expenses; costs of maintenance of Trust/Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust Trust, on behalf of the Fund Funds, shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Trust or the Funds’ investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During , where ALPS provides services to additional funds as agreed upon and identified in Appendix A, and/or ALPS provides additional or different services than services identified in Appendix B. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) C are subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Trust of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning a Fund or the Funds’ investment adviser; taxes; costs of preferred sharesshares (if applicable); listing expenses (if applicable); expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(d) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementagree, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnelTrust personnel not otherwise employed by or affiliated with ALPS. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees/directors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to good faith renegotiation between the parties hereto to the extent such information is reasonably determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnelTrust officers or employees (other than employees of ALPS who are named as officers of the Trust). Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Portfolio shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; , printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto, including any implementation fees therein. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund or the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During , where ALPS provides services to additional funds as agreed upon and identified in Appendix A, and/or ALPS provides additional or different services than services identified in Appendix B. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) B are subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. Notwithstanding the foregoing, the annual cost of living increase provided for in this section shall not, under any circumstance, exceed five percent (5%) of the minimum fees for the preceding calendar year. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); and fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base minimum fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly increased by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties5% per annum. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund expenses incurred shall be borne by the Fund Trust or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). Travel-level expenses for each Fund will be allocated based upon each Fund’s net assets as of the month ended in which the invoice was received.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of Trust, or the Fund on whose behalf the services are performed, shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Trust or the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Trust or the Fund’s investment adviser originally provided to ALPS. During each year of Following the term Initial Term of this AgreementAgreement (as defined herein), unless with respect to Renewal Term (as defined herein), if the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementagree, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. herein and in Appendix C. Other Fund Trust expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; dividend and interest expense on short sales; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; indemnification and extraordinary expenses; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided ALPS as set forth in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesExhibit A hereto. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund or the Fund’s investment adviserTrust and not by ALPS, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly increased by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties5% per annum. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreementterm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s Portfolios’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Portfolio shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Fund, Portfolio and investment advisory related legal expenses; costs of maintenance of Fund and Portfolio existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected fees listed in Appendix C) , subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) B are subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Funds’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During Notwithstanding the foregoing, during following each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those as previously provided in the previous year of this AgreementTerm, the total fee for all services shall equal the fee that would be charged for the same services would be the base based on a fee rate (as reflected in Appendix Ca fee rate schedule) subject to an annual cost increased by the percentage increase for the twelve-month period of living adjustment based on such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index Index is terminated, any successor or substitute index, appropriately adjusted, acceptable applicable to all both parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the each Fund shall pay ALPS the fees listed in Appendix C heretoB hereto attributable to such Fund. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser a Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During On each year anniversary date of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes services provided under the Agreement remain consistent with those provided in the previous year of this Agreementyear, the minimum fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) B is subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the a Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning a Fund or a Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers offer for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trusta Fund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided Agreement. ALPS may receive compensation or reimbursement of expenses from Infusive Asset Management, LLC, the investment adviser to the Trust (the “Adviser”), related to its services hereunder or for additional services as may be agreed upon by ALPS and the FundTrust’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the Fund’s investment adviserAdviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnelTrust personnel (other than employees of ALPS who are named as officers of the Trust). Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’/trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s directors/trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services ALPS shall not be entitled to be performed hereunder by ALPS, compensation from the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS receives compensation and reimbursement of certain expenses from the FundTrust’s investment adviser related to its services hereunder, or for additional services, in accordance with the terms of a separate agreement between ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund or the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) B are subject to an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expensesexpenses unrelated to this Agreement; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); and fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties... (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnelofficers. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; subject to Section 4(b), litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on upon the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’/trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s directors/trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During ALPS and/or in cases where ALPS provides services to additional funds as agreed upon and identified in Appendix A. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to C will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund managers’ or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesmanagers; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term Initial Term (as defined in Section 15(a) of this Agreement), unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to C will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to During each year of the contrary in Initial Term (defined below) of this Agreement, fees billed for unless the services to be performed by ALPS under this Agreement are parties shall otherwise agree and provided that the service mix and volumes remain consistent with those based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to Advisors, the extent such information is determined to fee that will be materially different from what charged for ALPS’ services will be the Fund’s investment adviser originally provided to ALPSbase fee rate (as reflected in Appendix C). During Following the conclusion of the Initial Term, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would will be charged for the same services would will be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. Any such cost of living adjustment shall require the approval of a majority of the Trust’s trustees, including a majority of the trustees who are not interested persons (as defined in the 1940 Act). (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Trust or Fund personnel. Other Fund expenses incurred by the Funds which shall be borne by the applicable Fund, may be borne by the Advisor as may be agreed upon by both the Fund or and the Fund’s investment adviserAdvisor, includingand for avoidance of doubt shall not in any way be borne by ALPS, include, but are not limited to, : initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Advisor; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During On each year anniversary date of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the minimum fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) B is subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers offer for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s [directors/trustees]; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. For the avoidance of doubt, ALPS will not bear any of the costs of Fund the Fund’s personnel. Other Additionally, ALPS shall not bear other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, includingwhich may include, but are not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment advisor; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offer or repurchase offers for the purpose of repurchasing Fund sharesoffers; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesFee Schedule). (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesdirectors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Trust or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Trustees’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During ALPS and/or in cases where ALPS provides services to additional funds as agreed upon and identified in Appendix A. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to C will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the DenverDenver- Aurora-Boulder-Greeley Lakewood area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund managers’ or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesmanagers; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto, as amended from time to time. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined materially different, as agreed to be materially different from what by the Fund’s investment adviser originally provided to Fund and ALPS. During each year , If, after completion of the term Initial Term, this Agreement remains operational pursuant to the terms of this AgreementSection [18](b), unless the parties total fee for all services shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, equal the fee that would be charged for the same services would be the base based on a fee rate (as reflected in Appendix C) subject to an annual cost increased by the percentage increase for the twelve-month period of living adjustment based on such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index Index is terminated, any successor or substitute index, appropriately adjusted, acceptable applicable to all both parties, provided that such annual cost of living adjustment shall not exceed 5%. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise expressly provided herein. ALPS will not bear any of the costs of Fund personnel, except in the event that an employee of ALPS serves as a Fund officer (other than as Chief Compliance Officer), in which case such employee shall serve in such capacity without remuneration from the Fund. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and Trust such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of Notwithstanding the term foregoing, after the Initial Term (as defined in Section 15(c) of this Agreement), unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) will be subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadjustment. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Trust/Fund expenses incurred shall be borne by the Trust/Fund or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Trust/Fund and investment advisory related legal expenses; costs of maintenance of Trust/Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Trust/Fund expenses incurred shall be borne by the Trust/Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Fund’s investment adviser as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Trust/Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).”

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s 's investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund's investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust Fund directors' or trustees’ ' fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trusteesFund's trustees or directors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “"SEC”"); and, fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. For the avoidance of doubt, ALPS will not bear any of the costs of Fund personnel. Other Additionally, ALPS shall not bear other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, includingwhich may include, but are not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares (if required) for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund sharesShares; administration, transfer agency agency, and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, repurchase offer notifications and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); provided, however, that the cost of any expenses that are passed through to the Fund shall be priced at the actual cost of such expenses without any additional markup by ALPS. To the extent applicable, the Fund is responsible for all reasonable and documented out-of-pocket expenses incurred by ALPS in connection with travel expenses to meetings of the Fund’s board of directors (“Board of Directors”). (b) The Fund shall pay fees to ALPS in accordance with the terms of the Fund’s then-current prospectus in order for ALPS to compensate intermediaries which have entered into agreements with ALPS with respect to the sale of Fund Shares.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementagree, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) ). Notwithstanding the foregoing, the annual minimum fee reflected in Appendix C will be subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviseradviser (as may be further outlined in the Fund’s investment advisory agreement), including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund; taxes; costs of preferred shares; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesdirectors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall will pay ALPS the fees and expenses listed in Appendix C hereto. B. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to B will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-BoulderAurora-Greeley Lakewood area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s its investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly increased by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties5% per annum. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, includingincl-xxxxx, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesTrustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trusteesTrustees’; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services Sub-Administration Services described in Appendix C hereto to be performed hereunder by ALPS, ICON as paying agent on behalf of the Trust, shall pay ALPS the fees listed for Sub-Administration Services in Appendix B hereto. In consideration for the Fund Services to be performed hereunder by ALPS, the Trust on behalf of the Fund Funds shall pay ALPS the fees listed for Fund Services in Appendix C B hereto, plus any Out-of-Pocket expenses. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust or ICON and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust or ICON originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementagree, the fee that would be charged for the same services Fund Services and the Sub-Administration Services would be the respective base fee rate (as reflected in Appendix CB) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Trust (or ICON as paying agent for the Trust) or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the Fund’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expensesexpenses of the Fund; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund sharesShares; administration, transfer agency agency, and custodial expenses; interest; Trust Fund managers’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s managers or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); provided, however, that the cost of any such expenses that are passed through to the Fund shall be priced at the actual cost of such expenses without any additional xxxx-ups by ALPS.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the total fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on upon the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust Fund directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteestrustees or directors; printing and mailing of shareholder reportsrepo1ts, prospectuses, statements of additional information info1mation, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15( e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto, including any implementation fees therein. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund or the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During , where ALPS provides services to additional funds as agreed upon and identified in Appendix A, and/or ALPS provides additional or different services than services identified in Appendix B. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) B are subject to an annual cost of living adjustment increase based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. Notwithstanding the foregoing, the annual cost of living increase provided for in this section shall not, under any circumstance, exceed five percent (5%) of the minimum fees for the preceding calendar year. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any repurchase offers for the purpose of repurchasing Fund sharesoffer (if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); and fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust Trust, on behalf of the Fund Funds, shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust or the Adviser and such fees are subject to renegotiation between the parties hereto to the extent that such information is determined by ALPS to be materially different from what the Fund’s investment adviser Adviser originally provided to ALPS. During ALPS and/or in cases where ALPS provides services to additional funds as agreed upon and identified in Appendix A. Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to C will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Trust of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix C. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s investment adviserAdviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning a Fund or the Funds’ investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund a Fund’s existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); and fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall will pay ALPS the fees and expenses listed in Appendix C heretoB; except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to B will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly each January by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s its investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall will pay ALPS the fees and expenses listed in Appendix C heretoB: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to B will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-BoulderAurora-Greeley Lakewood area, as published bimonthly each January by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s its investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) the Fee Schedule), subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the minimum fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly increased by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties5% per annum. (b) ALPS will bear all expenses in connection with the performance of its services under this AgreementAgreement and all related agreements, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel, except that ALPS, and not the Fund, shall be responsible for the compensation of officers and trustees of the Fund who are officers, employees or directors of ALPS or any of its affiliates. Other Except as provided in any other agreements between ALPS or its affiliates and the Fund, other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust fees and expenses of the Fund’s trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the Fund’s Funds’ investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust or their designee shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). The Funds shall not pay any costs of advertising or promoting the sale of Shares, except for payments that may be made pursuant to a distribution and shareholder servicing plan adopted by a Fund under Rule 12b-1 under the 1940 Act.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties). (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this AgreementTerm, unless ALPS and the parties shall otherwise Fund agree to reconsider fees and provided that the service mix and volumes remain consistent with those provided any proposed changes to fees due to ALPS’ cost increases attributable to changes in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual CPI or other relevant cost of living adjustment based on benchmarks. Any such annual increase will not exceed 5% of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesprevious year’s base fees. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust or the Adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to B will incur an annual cost of living adjustment increase, if applicable, based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide advance notice to the Trust of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Adviser or the Fund’s investment adviserTrust, as agreed between them, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Trust or the Adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteestrustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Sections 15(e) and 15(f) hereof.

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the Fund’s investment adviser related to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expensesexpenses (except to the extent contemplated under Section 7(b) hereto); taxes; costs of preferred sharesshares (if applicable); expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency agency, and custodial expenses; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, repurchase offer notifications and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). To the extent applicable, the Fund is responsible for all out-of-pocket expenses incurred by ALPS in connection with travel expenses to Board meetings.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall will pay ALPS the fees and expenses listed in Appendix C hereto. B. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. During Beginning on the first anniversary date of the Agreement and on each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreementthereafter, the fee that would be charged for the same services would be the base fee rate (as minimum fees reflected in Appendix C) subject to B will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-BoulderAurora-Greeley Lakewood area, as published bimonthly each January by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s its investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses of conducting related to assistance with any tender offers or repurchase offers for the purpose of repurchasing Fund shares(if applicable); transfer agency and custodial expenses; interest; Trust trusteesFund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust Beacon Hill as paying agent on behalf of the Fund Trust, shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust or Beacon Hill and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust or Beacon Hill originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund (or Beacon Hill as paying agent for the Fund) or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate Base Fee Rate (as reflected defined in Appendix C) ), if applicable, is subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund Cortina shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Funds’ investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During Notwithstanding the foregoing, during each year of the term of this AgreementTerm, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Cortina or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trusteesCortina directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustCortina’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser Trust originally provided to ALPS. During each year of Notwithstanding the term foregoing, after the Initial Term (as defined in Section 19(a) of this Agreement), unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix Cthe Fee Schedule) will be subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadjustment. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Trust or Fund personnel. Other Trust or Fund expenses incurred shall be borne by the Trust or the Fund or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Trust, Fund and investment advisory related legal expenses; costs of maintenance of Trust and Fund existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related to its services hereunder or for additional services as may be agreed upon by and such fees are subject to renegotiation between ALPS and the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust or their delegate(s) shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). The Trust shall not pay any cost of advertising or promoting the sale of Shares, except for payments that may be made pursuant to a distribution and/or shareholder servicing plan adopted by the Trust in accordance with Rule 12b-1 of the 1940 Act.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust Cortina on behalf of the Fund Funds shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s Funds’ investment adviser to ALPS and such fees are subject to renegotiation between among the parties hereto to the extent such information is determined to be materially different from what the Fund’s Funds’ investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund Funds or the Fund’s Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesCortina directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustCortina’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the Fund’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not NOT bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expensesexpenses (other than those expenses for which ALPS is liable to the Fund under Section 4 of this Agreement); taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; dividends on securities sold short; transfer agency and custodial expenses; taxes; interest; Trust Fund trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trust’s Fund trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, and proxy materials and other communications to shareholdersmaterials; securities pricing data services; and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”). (c) During each year of the Term, unless the parties shall otherwise agree in writing and provided that neither party determines in writing and provides written notice of such determination at least one hundred (100) days’ prior written notice to the other party that the service mix and volumes have materially changed from those provided in the previous year of this Agreement, the total fee that would be charged for the same services during the next annual period would be the base fee (as reflected in Appendix B) in place during such annual period increased by 5% per annum.

ALPS Compensation; Expenses. (a) In consideration ALPS shall not be entitled to compensation for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed provided by ALPS under this Agreement are based on information provided by Agreement. ALPS may receive compensation or reimbursement of expenses from the FundTrust’s investment adviser related and/or sub-adviser to its services hereunder or for additional services as may be agreed upon by ALPS and such fees are subject to renegotiation between the parties hereto to the extent such information is determined to be materially different from what the FundTrust’s investment adviser originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denverand/or sub-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesadviser. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund Trust personnel. Other Fund Trust expenses incurred shall be borne by the Fund Trust or the FundTrust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund Trust shares; administration, transfer agency agency, and custodial expenses; interest; Trust directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund Trust and investment advisory related legal expenses; costs of maintenance of Fund Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information information, other offering documents, documents and supplements, proxy materials materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Trust on behalf of the Fund shall pay ALPS the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Fund and the manner in which the Fund has historically operated as indicated by its public filings and such fees are subject to renegotiation between the parties hereto to the extent changes in the Fund’s operations take place that cause such information is determined to be materially different different, as agreed to by the Fund and ALPS, from what the Fund’s investment adviser Fund originally provided to ALPS. During each year of the term of this Agreement, unless the parties shall otherwise agree ALPS and provided that the service mix and volumes remain consistent with those provided disclosed in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in Appendix C) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all partiesits public filings. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trusteesFund directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; fees and expenses of Fund and investment advisory related legal expensescounsel; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the TrustFund’s trusteesdirectors; printing and mailing of shareholder reports, prospectuses, statements of additional information other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).