Common use of Representations and Warranties of ALPS Clause in Contracts

Representations and Warranties of ALPS. ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of FINRA, and agrees to comply in all material respects with applicable rules and regulations of FINRA and to notify the Trust in the event that it is suspended or expelled from FINRA. (c) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (d) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (e) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) ALPS has conducted a review of its supervisory controls system and has made available to the Trust the most current report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will make available to the Trust for inspection a report of such review and any updates thereto. ALPS shall immediately notify the Trust of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any other changes to ALPS’ business that would affect the business of the Trust or the Fund’s investment adviser. (g) ALPS shall promptly notify the Trust in writing any proposed change in control of ALPS as a result of a transaction that is publicly announced at the time of such notification of proposed change of control and any proposed assignment of this Agreement as a result of a transaction that is publicly announced at the time of such notification of proposed assignment. (h) It complies with its applicable net capital requirements set forth in Rule 15c3-1 under the 1934 Act, or any successor provision thereto.

Representations and Warranties of ALPS. ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of FINRA, and agrees to comply in all material respects with applicable rules and regulations of FINRA and to notify the Trust in the event that it is suspended or expelled from FINRA. (c) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (dc) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ed) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fe) ALPS has conducted a review of its supervisory controls system and has made available to the Trust the most current report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will make available to the Trust for inspection a report of such review and any updates thereto. ALPS shall immediately notify the Trust of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any other changes to ALPS’ business that would affect the business of the Trust or the FundTrust’s investment adviser. (gf) ALPS shall promptly It will notify the Trust in writing of any proposed change in control examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS as a result of a transaction that under this Agreement, if such examination will, or is publicly announced at the time of such notification of proposed change of control and any proposed assignment of reasonably likely to have, an effect on ALPS’ ability to perform its services under this Agreement as a result of a transaction that is publicly announced at the time of such notification of proposed assignmentAgreement. (hg) It complies will notify the Trust of any material claims against ALPS with its applicable net capital requirements set forth in Rule 15c3-1 respect to services performed under the 1934 Act, or any successor provision theretothis Agreement.

Representations and Warranties of ALPS. ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of FINRA, and agrees to comply in all material respects with applicable rules and regulations of FINRA and to notify the Trust in the event that it is suspended or expelled from FINRA. (c) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (dc) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ed) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fe) ALPS has conducted a review of its supervisory controls system and has made available to the Trust the most current report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will make available to the Trust for inspection a report of such review and any updates thereto. ALPS shall immediately notify the Trust of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any other changes to ALPS’ business that would affect the business of the Trust or the FundTrust’s investment adviser. (gf) ALPS shall promptly It will notify the Trust in writing of any proposed change in control examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS as a result of a transaction that under this Agreement, if such examination will, or is publicly announced at the time of such notification of proposed change of control and any proposed assignment of reasonably likely to have, an affect on ALPS ability to perform its services under this Agreement as a result of a transaction that is publicly announced at the time of such notification of proposed assignmentAgreement. (hg) It complies will notify the Trust of any material claims against ALPS with its applicable net capital requirements set forth in Rule 15c3-1 respect to services performed under the 1934 Act, or any successor provision theretothis Agreement.

Representations and Warranties of ALPS. ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of FINRA, and agrees to comply in all material respects with applicable rules and regulations of FINRA and to notify the Trust in the event that it is suspended or expelled from FINRA. (c) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (d) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (e) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) ALPS has conducted a review of its supervisory controls system and has made available to the Trust the most current summary report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will make available to the Trust for inspection a summary report of such review and any updates thereto. ALPS shall immediately notify the Trust of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any other changes to ALPS’ business that would affect the business of the Trust or the FundTrust’s investment adviser. (gh) As of the effective date of this Agreement, ALPS has provided the Trust with a list of persons controlling, controlled by and under common control with ALPS. Upon reasonable written request, ALPS shall promptly notify the Trust of any subsequent updates to such list in writing any proposed change order for the Trust to comply with its obligations under applicable exemptive relief granted by the SEC with respect to the Funds. (k) It shall deliver or cause the delivery of prospectuses to authorized participants that have entered into an AP agreement with ALPS in control regard to the Funds. (l) It shall maintain records of both orders placed with ALPS as a result and confirmations of a transaction that is publicly announced at acceptance furnished by ALPS, to the time of such notification of proposed change of control and any proposed assignment of extent applicable. (m) Upon reasonable written request by the Trust, ALPS shall provide the Trust with information relating to the services provided pursuant to this Agreement as a result of a transaction that is publicly announced at necessary and applicable to enable the time of such notification of proposed assignmentTrust to complete required regulatory filings. (h) It complies with its applicable net capital requirements set forth in Rule 15c3-1 under the 1934 Act, or any successor provision thereto.