Common use of Representations and Warranties of ALPS Clause in Contracts

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Funds in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (if) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, is registered as a transfer agent broker-dealer under the 1934 ActAct and is a member in good standing of FINRA. (f) It has adopted All activities by ALPS and implemented written policies its agents and procedures reasonably designed to prevent violations employees as distributor of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will reviewShares and contemplated hereunder shall comply with all applicable laws, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last reportrules, and regulations including, without limitation, all applicable rules and regulations made or adopted by the SEC or any material changes made to the policies self-regulatory organization with jurisdiction over ALPS and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last reportits activities set forth herein. (g) It will impose and collect promptly transmit any redemption fees imposed orders received by it for purchase, repurchase, or exchange of the Shares to the Fund’s transfer agent. ALPS shall timely deliver such management reports as are reasonably requested by the portfolios officers of the Fund in accordance with the terms set forth in the prospectusrespect to ALPS’ services provided hereunder. (h) It ALPS has conducted a review of its supervisory controls system and has made available to the Fund the most current report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will establish and maintain facilities and procedures reasonably acceptable make available to the Fund for safekeeping inspection a report of check forms such review and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, any updates thereto. ALPS shall provide reasonable cooperation to immediately notify the Fund of any changes in how it conducts its business that would materially change the movement results of all records (in all media) its most recent review of its supervisory controls system and materials any other changes to ALPS’ business that would affect the business of the Fund and or the conversion of the shareholders accounts to a successor transfer agentFund’s investment adviser.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundFunds. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) (i) The execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (ii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and Trust, this Agreement will be a valid and binding obligation of ALPS. (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. (ef) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (fg) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (gh) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (hi) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (ij) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (jk) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (if) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trusts 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) The execution, delivery and performance of this Agreement by ALPS (i) does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; and (ii) upon the execution and delivery of this Agreement by ALPS and the Trusts, this Agreement will be a valid and binding obligation of ALPS. (f) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (fg) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrusts. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trusts any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trusts with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (gh) It will impose and collect any redemption fees imposed by the portfolios of the Fund Funds in accordance with the terms set forth in the each Fund’s prospectus. (hi) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trusts for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (ij) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (jk) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trusts in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent. (k) It will provide the Trust with all information within its control necessary to complete Trust filing requirements in a timely fashion.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 duly qualified to carry on its business in the State of Colorado. (c) It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (cd) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (de) 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. (ef) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (fg) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (gh) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (hi) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (ij) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (jk) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent. (l) It will provide the Trust with all information necessary to complete its filing requirements in a timely fashion.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Funds in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It isALPS has conducted a review of its supervisory controls system and has made, and will continue make during the term of this Agreement, available to be, registered as the Trust the most current report of such review and any updates thereto. Every time ALPS conducts a transfer agent under review of its supervisory control system it will make available to the 1934 ActTrust 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 Trust’s investment adviser. (f) It has adopted ALPS is, and implemented written policies will remain throughout the term of this Agreement, registered as a broker-dealer under the 1934 Act and procedures reasonably designed a member of FINRA, and ALPS and its officers, directors, employees, representatives and agents have, and shall maintain throughout the term of this Agreement, any and all licenses required to prevent violations perform the services under this Agreement. (g) Upon reasonable request of the Federal Securities Laws (as defined under Trust ALPS will notify the rules related to the 0000 Xxx) related to Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to the Fund. It will reviewhave, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report an affect on ALPS’ ability to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined perform its services under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectusthis Agreement. (h) It Upon reasonable request of the Trust, ALPS will establish and maintain facilities and procedures reasonably acceptable to notify the Fund for safekeeping Trust of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by any material claims against ALPS with all requirements of law and sufficient for ALPS respect to perform its obligations services performed under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, as is customary and sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. ALPS shall furnish the Trust with pertinent information concerning the insurance it maintains and notify the Trust of any cancellation or reduction in amounts. (j) It will notify the Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to have, an effect on ALPS’ ability to perform its services under this Agreement. (k) It will notify the Trust of any material claims against ALPS with respect to services performed under this Agreement. (l) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundFunds. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent. (k) It will provide the Fund with all information within its control reasonably necessary to complete Fund filing requirements in a timely fashion.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (ei) It isThe execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (ii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and Trust, this Agreement will continue to be, registered as be a transfer agent under the 1934 Actvalid and binding obligation of ALPS. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundFunds. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to bebe throughout the term of this Agreement, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, as is customary and sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. Upon reasonable request from the Trust, ALPS shall notify the Trust upon receipt of any notice of material, adverse change in the terms or provisions of its insurance coverage, such notification to include the date of change and the reason or reasons therefor. Upon reasonable request of the Trust, ALPS shall notify the Trust of any material claims against it, whether or not covered by insurance, and shall notify the Trust from time to time as may be appropriate of the total outstanding claims made by it under its insurance coverage. (j) Upon reasonable request from the Trust, ALPS It will notify the Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to have, an affect on ALPS ability to perform its services under this Agreement. (k) Upon reasonable request from the Trust, ALPS will notify the Trust of any material claims against ALPS with respect to services performed under this Agreement. (l) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundFunds. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Funds in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Cortina 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundFunds. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Cortina any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Cortina with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Cortina for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Cortina in the movement of all records (in all media) and materials of the Fund Funds and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (if) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement, and, when executed and delivered, this Agreement will constitute a valid and legally binding obligation of ALPS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. (d) It is conducting its business in relation to this Agreement in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business in relation to this Agreement as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (e) It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA and it will as promptly as reasonably possible notify the Fund of any regulatory actions taken against it by the SEC or FINRA that could reasonably be expected to have a material effect on ALPS’ ability to perform the Services contemplated hereunder. (f) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (fg) It has adopted conducted a review of its supervisory controls system and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report has made available to the Fund any material changes made to the policies and procedures since the date most current report of the last report, such review and any material changes made to the policies and procedures recommended as updates thereto. Every time ALPS conducts a result review of the annual review. It its supervisory control system it will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable make available to the Fund for safekeeping inspection a report of check forms such review and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, any updates thereto. ALPS shall provide reasonable cooperation to immediately notify the Fund of any changes in how it conducts its business that would materially change the movement results of all records (in all media) its most recent review of its supervisory controls system and materials any other changes to ALPS’ business that would affect the business of the Fund and or the conversion of the shareholders accounts to a successor transfer agentAdviser.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By- laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, ALPS has conducted a review of its supervisory controls system and has made available to the Fund the most current report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will continue make available to be, registered as the Fund for inspection a transfer agent under report of such review and any updates thereto. ALPS shall immediately notify the 1934 ActFund 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 Fund or the Fund’s investment adviser. (f) It has adopted is conducting its business in compliance in all material respects with applicable laws and implemented written policies regulations, both state and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last reportfederal, and any material changes made has obtained all regulatory approvals necessary to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined carry out its services under the rules related to the 0000 Xxx) that occurred since the date of the last reportthis Agreement. (g) It will impose is registered as a broker-dealer under the 1934 Act and collect any redemption fees imposed by the portfolios is a member in good standing of the Fund in accordance with the terms set forth in the prospectusFINRA. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS In connection with all requirements of law and sufficient for ALPS matters relating to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (it will comply in all media) and materials material respects with applicable requirements of the Fund 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and the conversion of the shareholders accounts to a successor transfer agentall other applicable federal or state laws and regulations.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By­laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It isALPS has conducted a review of its supervisory controls system and has made, and will continue make during the term of this Agreement, available to be, registered as the Trust the most current report of such review and any updates thereto. Every time ALPS conducts a transfer agent under review of its supervisory control system it will make available to the 1934 ActTrust 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 Trust’s investment adviser. (f) It has adopted ALPS is, and implemented written policies will remain throughout the term of this Agreement, registered as a broker-dealer under the 1934 Act and procedures reasonably designed a member of FINRA, and ALPS and its officers, directors, employees, representatives and agents have, and shall maintain throughout the term of this Agreement, any and all licenses required to prevent violations perform the services under this Agreement. (g) Upon reasonable request of the Federal Securities Laws (as defined under Trust ALPS will notify the rules related to the 0000 Xxx) related to Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to the Fund. It will reviewhave, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report an affect on ALPS’ ability to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined perform its services under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectusthis Agreement. (h) It Upon reasonable request of the Trust, ALPS will establish and maintain facilities and procedures reasonably acceptable to notify the Fund for safekeeping Trust of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by any material claims against ALPS with all requirements of law and sufficient for ALPS respect to perform its obligations services performed under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 and will remain registered as a broker-dealer under the 1934 Act and is a member of FINRA. (c) It is empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (cd) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (de) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It ALPS has adopted conducted a review of its supervisory controls system and implemented written policies has made available to the Trust the most current report of such review and procedures reasonably designed any updates thereto. Every time ALPS conducts a review of its supervisory control system it will make available to prevent violations the Trust 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 Federal Securities Laws (as defined under Trust or the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last reportFunds’ investment adviser. (g) It will impose and collect any redemption fees imposed by promptly provide written notice to the portfolios of the Fund in accordance with the terms set forth Trust in the prospectusevent it is for any reason unable to perform in any material respect any of its obligations under this Agreement. (h) It will establish shall perform its duties hereunder in accordance with laws applicable to it with respect to its duties as a principal underwriter and maintain facilities and procedures reasonably acceptable to distributor of the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devicesFunds. (i) It will maintain insurance provide written notice to the Trust, except as may be prohibited by applicable law, of any legal, regulatory or administrative proceedings that have been settled or otherwise resolved, which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS would materially impair ALPS’ ability to perform its duties and obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In The various procedures and systems which it has adopted and implemented in connection with the event safeguarding from loss or damage attributable to fire, theft or any other cause, the Trust’s records and other data and ALPS’ records, data equipment facilities and other property used in the performance of the termination of this Agreement, ALPS shall provide reasonable cooperation its obligations hereunder are adequate and it will make such changes thereto from time to time as it may deem reasonably necessary in order to secure data and records pertaining to the Fund in the movement performance of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agentits obligations hereunder.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, as is customary and sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. ALPS shall furnish the Trust with pertinent information concerning the insurance it maintains and notify the Trust of any cancellation or reduction in amounts. (j) It will notify the Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to have, an affect on ALPS ability to perform its services under this Agreement. (k) It will notify the Trust of any material claims against ALPS with respect to services performed under this Agreement. (l) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, ALPS has conducted a review of its supervisory controls system and has made available to the Fund the most current report of such review and any updates thereto. Every time ALPS conducts a review of its supervisory control system it will continue make available to be, registered as the Fund for inspection a transfer agent under report of such review and any updates thereto. ALPS shall immediately notify the 1934 ActFund 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 Fund or the Fund’s investment adviser. (f) It has adopted is conducting its business in compliance in all material respects with applicable laws and implemented written policies regulations, both state and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last reportfederal, and any material changes made has obtained all regulatory approvals necessary to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined carry out its services under the rules related to the 0000 Xxx) that occurred since the date of the last reportthis Agreement. (g) It will impose is registered as a broker-dealer under the 1934 Act and collect any redemption fees imposed by the portfolios is a member in good standing of the Fund in accordance with the terms set forth in the prospectusFINRA. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS In connection with all requirements of law and sufficient for ALPS matters relating to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (it will comply in all media) and materials material respects with applicable requirements of the Fund 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and the conversion of the shareholders accounts to a successor transfer agentall other applicable federal or state laws and regulations.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Funds in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such to cover the risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the such Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, accordance with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements Section 20 of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent. (k) It will provide the Trust with all information within its control necessary to complete Trust filing requirements in a timely fashion.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 ActSecurities Exchange Act of 1934, as amended. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (ie) It has and will maintain keep in effect professional liability insurance which covers naming ALPS as insured and providing coverage with respect to ALPS’ activities on behalf of the Fund and its Portfolio(s) in the amount of at least $1,000,000, and will provide to the Trust at least annually a certificate of insurance evidencing that such risks and insurance is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriterseffect. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Portfolios in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent. (k) Upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios Funds of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. devices. (j) In The (i) the event of the termination execution, delivery and performance of this AgreementAgreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS shall provide reasonable cooperation is a party or any judgment, order or decree to which ALPS is subject; (ii) the Fund in execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (iii) upon the movement execution and delivery of all records (in all media) and materials of the Fund this Agreement by ALPS and the conversion Trust, this Agreement will be a valid and binding obligation of the shareholders accounts to a successor transfer agentALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trust and Beacon Hill 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the a Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 1000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 1000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the each Fund’s prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks related to ALPS providing the services set forth herein and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is, and will continue to be, registered as a transfer agent under the 1934 Act. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund Trust in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, as is customary and sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. ALPS shall furnish the Trust with pertinent information concerning the insurance it maintains and notify the Trust of any cancellation or reduction in amounts. It will notify the Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to have, an effect on ALPS ability to perform its services under this Agreement. (j) It will notify the Trust of any material claims against ALPS with respect to services performed under this Agreement. (k) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund Trust in the movement of all records (in all media) and materials of the Fund Trust and the conversion of the shareholders accounts to a successor transfer agent.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund 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 empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) 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. (e) It is(i) The execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (ii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and Trust, this Agreement will continue to be, registered as be a transfer agent under the 1934 Actvalid and binding obligation of ALPS. (f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the FundTrust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report. (g) It will impose and collect any redemption fees imposed by the portfolios of the Fund in accordance with the terms set forth in the prospectus. (h) It will establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. (i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters. (j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Fund in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.