Common use of Compliance with Rules and Regulations Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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