Common use of Oversight of Service Providers Clause in Contracts

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s service providers, including the Fund, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty: (a) The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s service providers, including the Fund, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty: (a) The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the Fund’s Trust's service providers, including the Fund, its Trust's investment adviser (and sub-adviser, if applicableWisdomTree Asset Management, Inc. (the "Investment Adviser"), the distributorTrust's administrator, transfer agent and investment subadviser, The Bank of New York (the administrator"Investment Subadviser", and the transfer agent Trust's distributor, ALPS Distributors, Inc. (the “"Distributor"), (for purposes of this Exhibit A, the Investment Adviser, the Investment Subadviser and the Distributor, collectively, the "Service Providers”"). In furtherance of this duty:, (a) The A. No later than January 31, 2006, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ ' compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Trust's charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the Securities and Exchange Commission ("SEC"), ALPS may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s 's written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including the FundTrust, its investment adviser (and sub-adviser, if applicable)the advisors, the distributor, the administratoradministrators, and the transfer agent (the “Service Providers”). In furtherance of this duty:, (a) The A. No later than May 22, 2012, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and 1 “Federal Securities Laws” are defined by the Fund’s Governing Documents Rule as the Securities Act of 1933, the Securities Exchange Act of 1934, the Sxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gxxxx-Xxxxx-Xxxxxx Act, any SEC rules adopted under any of the foregoing laws, the Bank Secrecy Act, as it applies to registered investment companies, and any rules adopted thereunder by the SEC or the Department of Treasury. the Trusts’ Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including the FundTrust, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty: (a) The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the FundTrust’s Governing Documents Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s service providers, including the Fund, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty: (a) The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.. 19 of 26

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including the Fund, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty:, (a) The A. No later than the Effective Date, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Trusts’ Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. 1 “Federal Securities Laws” are defined by the Rule as the Securities Act of 1933, the Securities Exchange Act of 1934, the Sxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gxxxx-Xxxxx-Xxxxxx Act, any SEC rules adopted under any of the foregoing laws, the Bank Secrecy Act, as it applies to registered investment companies, and any rules adopted thereunder by the SEC or the Department of Treasury. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the Fund’s Trust's service providers, including the Fund, its Trust's investment adviser (and sub-adviser, if applicableXxxxxxx Capital Management, LLC. (the "Investment Adviser"), the distributorTrust's administrator, transfer agent and accounting services agent, UMB Fund Services, LLC (the administrator"Administrator"), and the transfer agent Trust's distributor, Grand Distribution Services, LLC (the “"Distributor"), (for purposes of this Exhibit A, the Investment Adviser, the Administrator and the Distributor, collectively, the "Service Providers”"). In furtherance of this duty:, (a) A. The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ ' compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Trust's charter, by-laws and Regulatory Reliefcontracts. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the Securities and Exchange Commission ("SEC"), A-W may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s 's written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s service providers, including the Fund, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty: (a) The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s 's service providers, including the Fund, its 's investment adviser (and sub-adviser, if applicableX Shares Advisors LLC (the "Investment Adviser"), the distributorFund's administrator, the administratortransfer agent and investment subadviser, and the transfer agent Fund's distributor, ALPS Distributors, Inc. (the “"Distributor"), (for purposes of this Exhibit A, the Investment Adviser, the Investment Subadviser and the Distributor, collectively, the "Service Providers”"). In furtherance of this duty:, (a) The A. No later than __________, 2007, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ ' compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents 's charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the SEC, ALPS may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s 's written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including the Fund, its investment adviser and distributor (and sub-advisercollectively, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty:, (a) The A. No later than _________, 2010, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the FundTrust’s Governing Documents Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. 1 “Federal Securities Laws” are defined by the Rule as the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act, any SEC rules adopted under any of the foregoing laws, the Bank Secrecy Act, as it applies to registered investment companies, and any rules adopted thereunder by the SEC or the Department of Treasury. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures activities of the FundTrust’s service providers, including the FundTrust’s investment adviser, its WisdomTree Asset Management, Inc. (the “Investment Adviser”), the Trust’s custodian, administrator, transfer agent and investment adviser (and sub-adviser, if applicableThe Bank of New York Mellon (“BNYM”) the Trust’s sub-advisors (the “Sub-Advisor”) and the Trust’s distributor, WTAM Distributors, Inc. (the “Distributor”), the distributor(for purposes of this Exhibit A collectively, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty:, (a) A. The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted provided by someone familiar with themthe Service Provider. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the FundTrust’s Governing Documents charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the Securities and Exchange Commission (“SEC”), WTAM may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies or summaries of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. In the alternative, Service Providers may provide summaries of such policies and procedures. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s service providers, including the Fund, its ’s investment adviser (and sub-adviser, if applicableX-Shares Advisors, LLC (the “Investment Adviser”), the distributorFund’s administrator, the administratortransfer agent and investment subadviser, and the transfer agent Fund’s distributor, ALPS Distributors, Inc. (the “Distributor”), (for purposes of this Exhibit A, the Investment Adviser, the Investment Subadviser and the Distributor, collectively, the “Service Providers”). In furtherance of this duty:, (a) The A. No later than December 1, 2006, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the SEC, ALPS may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including CLIENT and distributor (the Fund“Distributor”) (CLIENT and Distributor, its investment adviser (and sub-advisercollectively, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty:, (a) The A. No later than June 30, 2009, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Trusts’ Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to CLIENT: ____________________________ 1 “Federal Securities Laws” are defined by the Fund:Rule as the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act, any SEC rules adopted under any of the Foregoing laws, the Bank Secrecy Act, as it applies to registered investment companies, and any rules adopted thereunder by the SEC or the Department of Treasury. a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures activities of the FundTrust’s Service Providers and any successor provider or new service providers, including provider performing similar functions as the Fund, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”)foregoing. In furtherance of this duty: (a) A. The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted provided by someone familiar with themthe Service Provider. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the FundTrust’s Governing Documents charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the SEC, WTDM may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies or summaries of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. In the alternative, Service Providers may provide summaries of such policies and procedures. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including the FundTrust, its investment adviser (and sub-adviser, if applicable), the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty: (a) The CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the FundTrust’s Governing Documents Indenture and Regulatory Relief. In so doing, the CCO or his or her delegate shall interact with representatives of the Service Providers as appropriate. (c) The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the FundTrust, adherence to the written compliance policies and procedures of the FundTrust’s service providers, including the FundTrust, its investment adviser (and sub-adviser, if applicable)the advisor, the distributor, the administrator, and the transfer agent (the “Service Providers”). In furtherance of this duty:, (a) The A. No later than the Effective Date, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents Trusts’ Indenture and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. 1 “Federal Securities Laws” are defined by the Rule as the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act, any SEC rules adopted under any of the foregoing laws, the Bank Secrecy Act, as it applies to registered investment companies, and any rules adopted thereunder by the SEC or the Department of Treasury. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the FundTrust: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant FundTrust, the Service Provider has prepared and delivered to the Fund Trust a summary of core services that it provides to the Fund Trust or, if no such summary is available, that it has delivered to the Fund Trust copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the FundTrust.

Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Fund, adherence to the written compliance policies and procedures of the Fund’s 's service providers, including the Fund, its 's investment adviser (and sub-adviser, if applicableXShares Advisors, LLC (the "Investment Adviser"), the distributorFund's administrator, the administratortransfer agent and investment subadviser, and the transfer agent Fund's distributor, ALPS Distributors, Inc. (the “"Distributor"), (for purposes of this Exhibit A, the Investment Adviser, the Investment Subadviser and the Distributor, collectively, the "Service Providers”"). In furtherance of this duty:, (a) The A. No later than September 6, 2007, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them. (b) B. The CCO shall monitor the Service Providers’ ' compliance with their own written compliance policies and procedures, Federal Securities Laws and the Fund’s Governing Documents 's charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the SEC, ALPS may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider. (c) C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Fund: a. 1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Fund, the Service Provider has prepared and delivered to the Fund a summary of core services that it provides to the Fund or, if no such summary is available, that it has delivered to the Fund copies of the relevant policies and procedures. b. 2. The Service Provider will provide to the Fund and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision. c. 3. The Service Provider’s 's written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Fund. d. 4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Fund.