Common use of Representations and Warranties of the Trust Clause in Contracts

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by Trust also warrants (i) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; andFund. i. Where information provided (f) The officer positions filled by the Trust or ALPS shall be covered by the Trust’s authorized participants includes Directors & Officers/Errors & Omissions Policy (the “Personal Information” Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as officer(s) of the Trust on substantially the same terms as such term coverage is defined provided for the Trust’s officers after such persons are no longer officers of the Trust; or (c) continued in Section 9 below), the event the Trust represents and warrants that it has obtained all consents and approvalsmerges or terminates, on substantially the same terms as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required coverage is provided for the Administrator to use and disclose such Personal Information in connection with the performance Trust officers (but for a period of the services hereunderno less than six years). The Trust acknowledges that the Administrator may perform any shall provide ALPS with proof of current coverage, including a copy of the services, and, Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS’s personnel who serve as officers of the Trust are named officers in the Trust’s corporate resolutions and subject to Section 9, may use and disclose Personal Information outside the provisions of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts’s organizational documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by Trust also warrants (i) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS, the Adviser and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; andFunds. i. Where information provided (f) The officer positions filled by the Trust or ALPS shall be covered by the Trust’s authorized participants includes Directors & Officers/Errors & Omissions Policy (the “Personal Information” Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as officer(s) of the Trust on substantially the same terms as such term coverage is defined provided for the Trust’s officers after such persons are no longer officers of the Trust; or (c) continued in Section 9 below), the event the Trust represents and warrants that it has obtained all consents and approvalsmerges or terminates, on substantially the same terms as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required coverage is provided for the Administrator to use and disclose such Personal Information in connection with the performance Trust officers (but for a period of the services hereunderno less than six years). The Trust acknowledges that the Administrator may perform any shall provide ALPS with proof of current coverage, including a copy of the services, and, Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS’s personnel who serve as officers of the Trust are named officers in the Trust’s corporate resolutions and subject to Section 9, may use and disclose Personal Information outside the provisions of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts’s organizational documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. (e) The execution, delivery and performance of this Agreement by Trust (i) does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (b) has been duly authorized and approved by all necessary action; and (c) upon the 1940 Act; e. The Registration Statement been filed execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of Fund. (f) The officer positions filled by ALPS shall be covered by the term Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the Trust’s officers after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this Agreement, all necessary filings under Policy and shall notify ALPS immediately should the securities laws Policy be cancelled or terminated. (g) The ALPS’ personnel who serve as officers of the states Trust are named officers in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure organizational documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an closed-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws (together, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Directors or Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval of ALPS, which approval shall not be unreasonably withheld or delayed. (e) The (i) execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is an investment company properly registered with a party or any judgment, order or decree to which Trust is subject; (ii) the SEC under execution, delivery and performance of this Agreement by Trust has been duly authorized and approved by all necessary action; and (iii) upon the 1940 Act; e. The Registration Statement been filed execution and delivery of this Agreement by ALPS and Trust, this Agreement will be effective a valid and remain effective during binding obligation of Trust and each Fund. (f) The officer position(s) filled by ALPS, to the term extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) The Trust’s officer position(s) filled by ALPS are named officer(s) in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator State Street that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator State Street that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made;; Information Classification: Limited Access f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by complied with all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorState Street, and as required for the Administrator State Street to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator State Street may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. State Street shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory business trust, duly organized, existing and in good standing under the laws of its state The Commonwealth of formationMassachusetts; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the The Trust is authorized to issue unlimited shares of beneficial interestinterest and the Trustees have authorized the establishment of the series of shares listed on Schedule A; and i. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state the State of formationDelaware; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Administrator BNY, which representations and warranties shall be deemed to be continuing, that: a. (a) It is a statutory trust, duly organized, organized and existing and in good standing under the laws of the jurisdiction of its state of formationorganization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; b. (b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms; (c) It has the requisite power and authority under is conducting its business in compliance with all applicable laws and by regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its Declaration business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of Trust and Byits charter or by-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize laws, nor of any mortgage, indenture, credit agreement or other contract binding on it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term or affecting its property which would prohibit its execution or performance of this Agreement. The Trust also warrants to ; and (d) To the Administrator that extent the performance of any services described in Schedule II attached hereto by BNY in accordance with the then effective Prospectus (as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which hereinafter defined) for the Trust offers would violate any applicable laws or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreementregulations, the Trust is authorized shall immediately so notify BNY in writing and thereafter shall either furnish BNY with the appropriate values of securities, net asset value or other computation, as the case may be, or, subject to issue unlimited shares the prior approval of beneficial interest; and i. Where information provided BNY, instruct BNY in writing to value securities and/or compute net asset value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such Proper Instructions shall constitute a representation by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtssame is consistent with its Prospectus.

Representations and Warranties of the Trust. (1) The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (2) All Registration Statements filed by the Trust or any Fund with the SEC under the 1940 Act1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. (3) Any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC. (4) All statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; e. The (5) No Registration Statement, when such Registration Statement been filed and becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be effective and remain effective during stated therein or necessary to make the term statements therein not misleading to a purchaser of this Agreement. the Shares. (6) The Trust also warrants shall not file any amendment to the Administrator any Registration Statement or supplement to any Prospectus without giving Distributor reasonable advance notice thereof; provided, however, that as of the effective date of nothing contained in this Agreement, all necessary filings under the securities laws of the states Agreement shall in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair any way limit the Trust’s ability right to perform its duties file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and obligations under this Agreement;unconditional. g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation (7) The net asset value of the Trust or any law or regulation Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to it; h. As all transactions as provided in the Prospectus. The net asset value of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided Shares shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (8) The Trust will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 of the Rules of FINRA, as amended from time to time, which enables a member of FINRA to offer or sell investment company securities. (9) The Trust will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates. The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor. (10) The Trust will comply with all applicable requirements of the Securities Laws and all laws, rules and regulations of governmental authorities having jurisdiction over it. (11) No Shares shall be distributed or offered by the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current Prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s authorized participants includes “Personal Information” (as such term is defined obligation to redeem Shares tendered for redemption by any shareholder in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection accordance with the performance provisions of the services hereunder. The Trust acknowledges that the Administrator may perform any Trust’s Registration Statement, Articles of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsIncorporation or bylaws.

Representations and Warranties of the Trust. The Each Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state The Commonwealth of formationMassachusetts; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the The Trust is authorized to issue unlimited shares of beneficial interestinterest and the Trustees have authorized the establishment of the series of shares listed on Schedule A; and i. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust, the Trust Depositor and OCAI, jointly and severally, represents and warrants to the Administrator Underwriter that: a. It (a) The Trust has full power, authority and legal right to execute, deliver and sell the Notes to the Underwriter and to perform its obligations under Notes and the Transaction Documents to which it is a statutory party. (b) The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions provided for therein have been duly authorized by all necessary action on its part. (c) The execution and delivery of the Transaction Documents to which it is a party, the performance of the transactions contemplated thereby and the fulfillment of the terms thereof will not conflict with, result in any breach of any of the materials terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any indenture, contract, agreement, mortgage, deed of trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws or other instrument to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers is a party or sells by which it or any of its shares have been made;property is bound. f. No legal (d) The execution and delivery of the Transaction Documents to which it is a party, the performance of the transactions contemplated thereby and the fulfillment of the terms thereof will not conflict with or administrative proceedings have been instituted or threatened which would impair violate, in any material respect, any requirements of law applicable to the Trust’s ability to perform its duties and obligations under this Agreement;. g. Its entrance into this Agreement will not cause a material breach (e) All approvals, authorizations, consents, orders or be in material conflict with other actions of any other agreement or obligation of the Trust Person or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as governmental authority required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the execution and delivery of the Transaction Documents to which it is a party, the performance of the services hereundertransactions contemplated thereby and the fulfillment of the terms thereof have been obtained. (f) The Trust has its chief executive office and place of business (as such terms are used in Article 9 of the UCC) in Newark, Delaware. The Trust acknowledges agrees that it will not change the Administrator may perform any location of the services, and, subject such office to Section 9, may use and disclose Personal Information a location outside of the jurisdiction in which it was initially collected by the TrustNewark, including the United States and that information relating Delaware, without at least 30 days prior written notice to the TrustOCAI, including Personal Information may be accessed by national security authorities, law enforcement the Indenture Trustee and courtsthe Rating Agencies.

Representations and Warranties of the Trust. (a) The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will at all consents times during the term of this Agreement comply in all material respects with the 1940 Act. (b) The Trust represents and approvalswarrants that shares of the Funds offered and sold pursuant to this Agreement will be registered under the 1933 Act, as required by duly authorized for issuance and sold in compliance with the laws of the Commonwealth of Massachusetts and all applicable laws, regulations, by-federal and state securities laws and ordinances that regulate the collection, processing, use or disclosure Trust is and will remain during the term of Personal Information, necessary to disclose such Personal Information to this Agreement registered as an open-end management investment company under the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder1940 Act. The Trust acknowledges agrees that it will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to permit the continuous offering of its shares in accordance with the 1933 Act. The Trust will register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or the Distributor. (c) The Trust represents and warrants that the Administrator may perform any registration statement for shares of the servicesFunds and any amendments or supplement thereto will, andwhen they become effective, subject conform in all material respects to Section 9, may use and disclose Personal Information outside the requirements of the jurisdiction 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that this representation and warranty will not apply to any statements or omissions made in which it was initially collected by the Trust, including the United States reliance upon and that in conformity with information relating furnished in writing to the TrustTrust by or on behalf of a Company expressly for use therein. (d) The Trust represents and warrants that each Fund is currently qualified as a “regulated investment company” under subchapter M of the Code and agrees that the Trust will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and will notify the Companies promptly upon having a reasonable basis for believing that any Fund has ceased to so qualify or might not so qualify in the future. (e) The Trust represents and warrants that all of its trustees, including Personal Information officers, employees and other individuals or entities dealing with the money and/or securities of a Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as required currently by Rule 17g-1 under the 1940 Act or related provisions as may be accessed promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by national security authorities, law enforcement and courtsa reputable bonding company.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as a closed-end management investment company b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws Bylaws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of Administrator hereunder without the prior written approval of Administrator, which approval shall not be unreasonably withheld or delayed. (e) The (i) execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (ii) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Administrator and Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The officer position(s) filled by Administrator, to the extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, for a period of no less than six years). The Trust also warrants to shall provide Administrator with proof of current coverage, including a copy of the Policy, and shall notify Administrator immediately should the Policy be cancelled or terminated, provided that this provision shall not relieve the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states maintaining its own insurance coverage for its employees. (g) The Trust’s officer position(s) filled by Administrator are named officer(s) in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by Trust also warrants (i) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS, the Adviser and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; andFund. i. Where information provided (f) The officer positions filled by the Trust or ALPS shall be covered by the Trust’s authorized participants includes Directors & Officers/Errors & Omissions Policy (the “Personal Information” Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as officer(s) of the Trust on substantially the same terms as such term coverage is defined provided for the Trust’s officers after such persons are no longer officers of the Trust; or (c) continued in Section 9 below), the event the Trust represents and warrants that it has obtained all consents and approvalsmerges or terminates, on substantially the same terms as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required coverage is provided for the Administrator to use and disclose such Personal Information in connection with the performance Trust officers (but for a period of the services hereunderno less than six years). The Trust acknowledges that the Administrator may perform any shall provide ALPS with proof of current coverage, including a copy of the services, and, Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS’s personnel who serve as officers of the Trust are named officers in the Trust’s corporate resolutions and subject to Section 9, may use and disclose Personal Information outside the provisions of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts’s organizational documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws Bylaws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of Administrator hereunder without the prior written approval of Administrator, which approval shall not be unreasonably withheld or delayed. (e) The (i) execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Fund is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (ii) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Administrator and Trust, this Agreement will be effective a valid and remain effective during binding obligation of Trust and its Funds. (f) The officer position(s) filled by Administrator, to the term extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Fund officers (but, in any event, for a period of no less than six years). The Trust also warrants to the shall provide Administrator that as with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify Administrator immediately should the securities laws of the states Policy be cancelled or terminated. (g) The Trust’s officer position(s) filled by Administrator are named officer(s) in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory business trust, duly organized, existing and in good standing under the laws of its state The Commonwealth of formationMassachusetts; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the The Trust is authorized to issue unlimited shares of beneficial interestinterest and the Trustees have authorized the establishment of the series of shares listed on Schedule A; and i. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Administrator BNY Mellon, which representations and warranties shall be deemed to be continuing, that: a. (a) It is a statutory trust, duly organized, organized and existing and in good standing under the laws of the jurisdiction of its state of formationorganization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; b. It (b) This Agreement has been duly authorized, executed and delivered in accordance with all requisite action of the requisite power Board and authority under constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms; (c) Each Fund’s Investment Advisor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) Each Fund is conducting its business in compliance in all material respects with all applicable laws and by regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals, and consents necessary to carry on its Declaration business as now conducted; there is no statute, regulation, rule, order, or judgment binding on it and no provision of Trust and By-laws to enter into and perform its Organizational Documents, nor of any mortgage, indenture, credit agreement, or other material contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; c. All requisite proceedings have been taken (e) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing to authorize the extent that it has knowledge, or should reasonably know of such information, and thereafter shall either furnish BNY Mellon with the appropriate values of securities, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to enter into value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies in writing, and perform this Agreementeither the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; d. It is an investment company properly registered with the SEC under the 1940 Act; e. (f) The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date terms of this Agreement, the Trust fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor to or sponsor of a Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of a Fund relating to this Agreement have been fully disclosed to the Board of each Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (g) Each person named on Exhibit B hereto is duly authorized by such Fund to issue unlimited shares be an Authorized Person hereunder; (h) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of beneficial interestAdditional Information), each calculation of net asset value provided by BNY Mellon hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (i) Without limiting the provisions of Section 22 herein, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; and i. Where information provided by (j) The Funds shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against any Fund, the Trust Investment Advisor or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below)Board, the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose extent such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected notification is not prohibited by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsor regulatory authority.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator State Street that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator State Street that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by complied with all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorState Street, and as required for the Administrator State Street to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator State Street may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. State Street shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;; Information Classification: Limited Access c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The A Registration Statement under the 1940 Act and the 1933 Act has been filed by the Trust. Such Registration Statement will become effective prior to the initial public offering of the Trust’s shares and will be effective and thereafter remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been mademade or shall be made before the Trust offers or sells its shares; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of in accordance with applicable law and in the jurisdiction in which it was initially collected manner permitted by the Trustthis Agreement, including the United States Sections 9, 10 and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts20.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Governing Documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It The Trust is an investment company properly registered with the SEC exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act;”). e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information; and j. The Trust will not hold any Digital Assets other than those specifically listed, if any, on Schedule A hereto. The term “Digital Assets” means an asset that is issued and/or transferred using distributed ledger or blockchain technology (“distributed ledger technology”), including, but not limited to, so-called “virtual currencies”, “coins” and “tokens” and with respect to which the Administrator has agreed to provide services hereunder.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without prior written notice to ALPS and providing ALPS with the SEC opportunity to terminate this Agreement. (e) That (a) the execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is a party or any judgment, order or decree to which Trust is subject; (b) the 1940 Act;execution, delivery and performance of this Agreement by Trust has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and Trust, this Agreement will be a valid and binding obligation of Trust. e. (f) That, if applicable, any officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers ceases to serve as the Trust on substantially the same terms as such coverage is provided for the Trust offices after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Registration Statement been filed Trust shall provide ALPS with proof of current coverage, including a copy of the Policy, and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) If applicable, any officer positions filled by ALPS will be a named officer in the Trust’s corporate resolutions and will be effective and remain effective during the term of this Agreement. The Trust also warrants subject to the Administrator that as provisions of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform Organizational Documents regarding indemnification of its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsofficers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. It 4.1 The Trust is a statutory trust, business trust duly organized, existing and in good standing under the laws of its the state of its formation;. b. It has the requisite power and authority 4.2 The Trust is empowered under applicable laws and by its Declaration of Trust and By-laws organizational documents to enter into and perform this Agreement;. c. 4.3 All requisite proceedings have been taken to authorize it the Trust to enter into into, perform and perform receive services pursuant to this Agreement;. d. It 4.4 The Trust is an investment company properly registered with the SEC exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act;”). e. The Registration Statement been filed 4.5 A registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is currently effective and will be effective remain effective, and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary appropriate state securities law filings under the securities laws of the states in which the Trust offers or sells its shares have been made and will continue to be made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability , with respect to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation all Shares of the Trust or any law or regulation applicable to it;being offered for sale. h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. 4.6 Where information provided by the Trust or the a Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransfer Agent, and as required for the Administrator Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator Transfer Agent may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer Agent shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Dealer Manager and each Participating Broker-Dealer with whom the Dealer Manager has entered into or will enter into a Participating Broker-Dealer Agreement (the “Participating Broker-Dealer Agreement”) in substantially the form attached as Exhibit A to this Agreement (or such other form as shall be approved in writing by the Trust) that, as of the date hereof and at all times during the Offering (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Trust only makes such representations and warranties as of such date or dates), with respect to the Offering, as applicable, that: a. It The Shares have not been registered under the Securities Act, the securities laws of any other State or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements of the Securities Act and any other applicable laws pursuant to the confidential private placement memorandum, dated as of October 31, 2023 (as amended and/or supplemented from time to time, the “Private Placement Memorandum”). The Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the Securities Act, and (ii) outside the United States in accordance with Regulation S under the Securities Act. As of the date hereof, no jurisdiction in which the Shares have been or will be offered or sold has issued any notification with respect to the suspension of the qualification of the Shares for sale in such jurisdiction and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Trust, threatened. The Trust is in compliance in all material respects with all federal and state securities laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to the Offering and the sale of the Shares. b. The Trust is a statutory trust, trust duly organized, validly existing and in good standing under the laws of its state the State of formation; b. It has Maryland, and is in good standing with the requisite State Department of Assessments and Taxation of Maryland, with full power and authority under applicable laws and by to conduct its Declaration of Trust and By-laws to enter into and perform this Agreement;business as described in the Private Placement Memorandum. c. All requisite proceedings The Private Placement Memorandum does not, and any amendments thereto will not, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Trust makes no warranty or representation with respect to any statement contained in the Private Placement Memorandum, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Trust by the Dealer Manager or any Participating Broker-Dealer expressly for use in the Private Placement Memorandum or any amendments or supplements thereto. d. The Trust intends to use the funds received from the sale of the Shares as set forth in the Private Placement Memorandum. e. Except as have been taken to authorize it to enter into and perform this Agreement; d. It obtained or waived, no material consent, approval, authorization or other order of any governmental authority is an investment company properly registered required in connection with the SEC under execution or delivery by the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term Trust of this Agreement. The Agreement or the issuance and sale by the Trust also warrants to the Administrator that as of the effective date of this AgreementShares, all except any necessary filings qualification under the securities or blue sky laws of the states jurisdictions in which the Trust offers Shares are being offered by the Dealer Manager and the Participating Broker-Dealers; and (b) and necessary qualification or sells its shares have been made;notice under the conduct rules set forth in the Financial Industry Regulatory Authority, Inc. (“FINRA”) rulebook (the “FINRA Rules”). f. No legal Unless otherwise described in the Private Placement Memorandum, there are no actions, suits or proceedings pending or to the knowledge of the Trust, threatened against the Trust, at law or in equity or before or by any federal or state commission, regulatory body or administrative proceedings agency or other governmental body, domestic or foreign, which will have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach adverse effect on the business or be in material conflict with any other agreement or obligation property of the Trust or any law or regulation applicable to it;(a “Material Adverse Effect”). h. As of the close of business on the date g. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Trust will not conflict with or constitute a default under (a) the Declaration of Trust or by-laws, (b) any indenture, mortgage, deed of trust, lease or other material agreement to which the Trust is authorized party, (c) any law, rule or regulation applicable to issue unlimited shares the Trust or (d) any writ, injunction or decree of beneficial interest; andany government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Trust, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws and except, in the cases of clauses (b), (c) and (d), for such conflicts or defaults, that individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. h. The Trust has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws. i. Where information At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Private Placement Memorandum and the Declaration of Trust, and upon payment therefor as provided by the Private Placement Memorandum and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Private Placement Memorandum. j. Except as otherwise disclosed in the Private Placement Memorandum, the Trust owns or possesses, has the right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by the Trust’s authorized participants includes , except where the failure to have such ownership or possession would not, singly or in the aggregate, have a Material Adverse Effect. k. The Trust has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Trust to the extent that such taxes or assessments have become due, except where the Trust is contesting such assessments in good faith. l. The Trust does not intend to conduct its business so as to be an “Personal Informationinvestment company” (as such that term is defined in Section 9 belowthe Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended. m. The Trust complies in all material respects with applicable privacy provisions of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”) and applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”), . n. Any and all printed sales literature or other materials that have been approved in advance in writing by the Trust represents and warrants that it has obtained all consents appropriate regulatory agencies for use in the Offering (“Authorized Sales Materials”) prepared by the Trust and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate any of its affiliates (excluding the collection, processing, Dealer Manager) specifically for use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information with potential investors in connection with the performance of Offering, when used in conjunction with the services hereunder. The Trust acknowledges that Private Placement Memorandum, did not at the Administrator may perform any of the servicestime provided for use, and, subject as to Section 9later provided materials, may use and disclose Personal Information outside will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Private Placement Memorandum, not misleading. If at any time any event occurs that is known to the Trust as a result of which such Authorized Sales Materials when used in conjunction with the Private Placement Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Trust will notify the Dealer Manager thereof. o. When applicable, the financial statements of the Trust included in the registration statement on Form 10 (the “Form 10”) and included or to be included in the Trust’s periodic reports filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the related notes, will present fairly, in all material respects, the financial position of the Trust, as of the date specified, in conformity with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”), except as described in the notes thereto. p. When applicable, the independent accounting firm that will have audited and certified any financial statements included in the Form 10 or to be included in the Trust’s Annual Report on Form 10-K or any amendments thereto, shall be, as of the applicable dates thereof, and shall have been during the periods covered by their report included therein, independent registered public accountants as required by the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board. q. When applicable, the Trust expects to implement and maintain controls and other procedures that will be designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Trust’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the Trust will make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust; and the Trust expects to implement and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and, to the Trust’s knowledge, neither the Trust, nor any employee or agent thereof, has made any payment of funds of the Trust or received or retained any funds and no funds of the Trust have been set aside to be used for any payment, in each case in material violation of any law, rule or regulation applicable to the Trust. r. This Agreement has been duly authorized, executed and delivered by the Trust and, assuming due authorization, execution and delivery by the Dealer Manager, is a legal, valid and binding agreement of the Trust enforceable against the Trust in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws s. The Trust is qualified to do business and is in good standing in every jurisdiction in which it was initially collected by the conduct of its business, as described in the Private Placement Memorandum, requires such qualification, except where the failure to do so would not have a Material Adverse Effect. t. Neither the Trust nor, to the knowledge of the Trust, including any trustee, officer, employee or affiliate of the United States Trust is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement rules and courtsregulations thereunder.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator BISYS that: a. (a) It is a statutory trust, Trust duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its state of formation; b. It , and has the requisite power full capacity and authority under applicable laws and by its Declaration of Trust and By-laws to enter into this agreement and perform this Agreementto carry out its obligations hereunder; c. All requisite proceedings have been taken (b) It has all necessary authorizations, licenses and permits to authorize it to enter into and perform this Agreementcarry out its business as currently conducted; d. (c) It is has been in compliance in all material respects with all laws and regulations applicable to its business and operations; (d) This Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties; (e) As of the opening of business on the Effective Date of this Agreement each Fund has authorized the number of shares set forth on Schedule F and has registered an investment company properly registered indefinite number of shares with the SEC under SEC. (f) By virtue of its Charter, shares of each Fund which are redeemed by the 1940 Act; e. The Registration Statement been filed and will Trust may be effective and remain effective during sold by the term of this AgreementTrust from its treasury. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it (i) the Trust has obtained all consents adopted the written AML Program that has been submitted to BISYS pursuant to Section 19, and approvalshas appointed an officer of the Trust as the Trust's anti-money laundering compliance officer ("AML Compliance Officer"), (ii) the AML Program and the designation of the AML Officer have been approved by the Board, (iii) the delegation of certain services thereunder to BISYS, as required provided in Section 23, has been approved by all applicable lawsthe Board, regulations, by-laws and ordinances that regulate (d) the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information Trust will submit any material amendments to the Administrator, AML Program to BISYS for BISYS' review and as required for the Administrator consent prior to use and disclose such Personal Information adoption in connection accordance with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts21.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end diversified management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without prior written notice to ALPS and providing ALPS with the SEC opportunity to terminate this Agreement. (e) (a) the execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is a party or any judgment, order or decree to which Trust is subject; (b) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by Trust has been filed duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and Trust, this Agreement will be effective a valid and remain effective during binding obligation of Trust. (f) that any Trust officer position to be filled by ALPS shall be covered by the term Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers ceases to serve as the Trust on substantially the same terms as such coverage is provided for the Trust offices after such persons are no longer officers of this Agreementthe Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) That any officer position filled by ALPS is a named officer in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Charter Documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It has made all requisite filings, or is an investment company properly registered otherwise exempt from making filings, with the SEC under the 1940 ActCommodity Futures Trading Commission ("CFTC") and National Futures Association ("NFA"); e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and, subject to its effective Registration Statement; i. Where information provided by It has all necessary right, title, intellectual property, licenses, consents and content as may be necessary for the Trust or the Trust’s authorized participants includes “Personal Information” (to operate as such term is defined in Section 9 below), the presently contemplated. The Trust further represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for will promptly notify the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform if any of the services, and, subject above ceases to Section 9, may use and disclose Personal Information outside of the jurisdiction in which be true or if it was initially collected by the Trust, including the United States and that information relating is unable to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsperform its obligations under this Agreement for any reason.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. It 4.1 The Trust is a statutory trust, trust duly organizedformed, existing and in good standing under the laws of its the state of its formation;. b. It has the requisite power and authority 4.2 The Trust is empowered under applicable laws and by its Declaration of Trust and By-laws governing documents to enter into and perform this Agreement;. c. 4.3 All requisite proceedings have been taken to authorize it the Trust to enter into into, perform and perform receive services pursuant to this Agreement;. State Street: Limited Access d. It 4.4 The Trust is an investment company properly registered with the SEC under the Investment Company Act of 1940, as amended (the "1940 Act;"), as an open-end management investment company. e. The Registration Statement been filed and 4.5 A registration statement under the Securities Act of 1933, as amended (the "Securities Act"), will be effective and will remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states at any time in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair during the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date term of this Agreement, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust is authorized to issue unlimited being offered for sale at any time in which the Trust offers or sells its shares during the term of beneficial interest; andthis Agreement. i. 4.6 Where information provided by the Trust or the a Trust’s authorized participants 's investors includes “information about an identifiable individual ("Personal Information” (as such term is defined in Section 9 below"), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransfer Agent, and as required for the Administrator Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator Transfer Agent may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The parties acknowledge that no Personal Information will be delivered to Transfer Agent in connection with the Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its state the State of formation;Delaware and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. (e) The Trust hereby represents and warrants to ALPS that (a) the execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Fund is subject; (b) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The Trust further represents and warrants to ALPS that the officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as Trust officers on substantially the same terms as such coverage is provided for the Trust officers after such persons are no longer officers of this Agreementthe Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) The officer positions filled by ALPS are named officers in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure organizational documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement;; Information Classification: Limited Access g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual including “non-public personal information,” and “personal information” and “personally identifiable information” within the meaning of applicable privacy laws and regulations (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written notice to ALPS. (e) The (i) the execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (ii) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The officer position(s) filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease(s) to serve the Trust on substantially the same terms as such coverage is provided for other persons serving as officers of this Agreementthe Trust after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for other Trust officers (but in any event for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws Policy be cancelled or terminated. (g) ALPS’ personnel who serve as officer of the states Trust are named officers in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and is subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. (a) The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will at all consents times during the term of this Agreement comply in all material respects with the 1940 Act. (b) The Trust represents and approvalswarrants that shares of the Funds offered and sold pursuant to this Agreement will be registered under the 1933 Act, as required by duly authorized for issuance and sold in compliance with the laws of the Commonwealth of Massachusetts and all applicable laws, regulations, by-federal and state securities laws and ordinances that regulate the collection, processing, use or disclosure Trust is and will remain during the term of Personal Information, necessary to disclose such Personal Information to this Agreement registered as an open-end management investment company under the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder1940 Act. The Trust acknowledges agrees that it will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to permit the continuous offering of its shares in accordance with the 1933 Act. The Trust will register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or Manulife Securities. (c) The Trust represents and warrants that the Administrator may perform any registration statement for shares of the servicesFunds and any amendments or supplement thereto will, andwhen they become effective, subject conform in all material respects to Section 9, may use and disclose Personal Information outside the requirements of the jurisdiction 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that this representation and warranty will not apply to any statements or omissions made in which it was initially collected by the Trust, including the United States reliance upon and that in conformity with information relating furnished in writing to the Trust, including Personal Information may be accessed Trust by national security authorities, law enforcement or on behalf of a Company expressly for use therein. (d) The Trust represents and courtswarrants that each Fund is currently qualified as a "regulated investment company" under subchapter M of the Code and agrees that the Trust will use all reasonable efforts to maintain such qualification (under Subchapter M or any successor or similar provision) and will notify the Companies promptly upon having a reasonable basis for believing that any Fund has ceased to so qualify or might not so qualify in the future.

Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Administrator Dealer that: a. It is (a) The Trust has been duly and validly organized and formed as a statutory trust, duly organized, existing and in good standing real estate investment trust under the laws of its the state of formation; b. It has Maryland, with the requisite power and authority under applicable laws to conduct its business as described in the Prospectus. The Trust has obtained all necessary authorizations, approvals and by its Declaration orders of Trust and By-laws to enter into from all governmental regulatory officials and perform this Agreement; c. All requisite proceedings have been taken to authorize bodies authorizing it to enter into own its properties and perform this Agreement;conduct its business as described in the Registration Statement and the Prospectus; provided, however, that the foregoing representation is only to the best knowledge of the Trust as to any material penalty or other material liability. d. It is an investment company properly registered with the SEC under the 1940 Act; e. (b) The Registration Statement been filed and will Prospectus comply with the Securities Act and the Rules and Regulations and do not contain any untrue statements of material facts or omit to state any material fact required to be effective and remain effective during stated therein or necessary in order to make the term statements therein not misleading; provided, however, that the foregoing provisions of this Agreement. Article XI(b) will not extend to such statements contained in or omitted from the Registration Statement or Prospectus as are primarily within the knowledge of the Dealer or are based upon information furnished by the Dealer in writing to the Trust specifically for inclusion therein. (c) The Trust also warrants intends to use the funds received from the sale of the Shares as set forth in the Prospectus. (d) No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Trust of this Agreement or the issuance and sale by the Trust of the Shares, except such as may be required under the Securities Act or applicable state securities laws. (e) There are no actions, suits or proceedings pending or, to the Administrator that as knowledge of the effective date of this AgreementTrust, all necessary filings under threatened against the securities laws Trust at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, that will have a material adverse effect on the business or property of the states in which the Trust offers or sells its shares have been made;Trust. f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties (f) The execution and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date delivery of this Agreement, the Trust is authorized to issue unlimited shares consummation of beneficial interest; and i. Where information provided the transactions herein contemplated and compliance with the terms of this Agreement by the Trust will not conflict with or constitute a default under any charter, declaration of trust, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Trust’s authorized participants includes “Personal Information” , except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Article XIII of this Agreement may be limited under applicable securities laws. (as such term is defined g) The Trust has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 9 below)Article XIII of this Agreement may be limited under applicable securities laws. (h) At the time of the issuance of the Shares, the Trust represents Shares will have been duly authorized and warrants that it has obtained all consents validly issued, and approvalsupon payment therefor, as required by all applicable laws, regulations, by-laws will be fully paid and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information nonassessable and will conform to the Administrator, and as required for description thereof contained in the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, andProspectus, subject to Section 9, may use and disclose Personal Information outside the requirement that the shareholders do not participate in the management or control of the jurisdiction in which it was initially collected by business of the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator SunGard that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that : (a) as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date Effective Date, each Fund which is in existence as of this Agreementthe Effective Date has authorized unlimited shares, the Trust is authorized to issue unlimited and (b) by virtue of its Declaration of Trust, shares of beneficial interest; and i. Where information provided each Fund which are redeemed by the Trust or may be sold by the Trust from its treasury, and (c) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust’s authorized participants includes “Personal Information” (as such term is defined , will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in Section 9 below)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. The Trust represents and warrants that it (a) the Trust has obtained all consents adopted the written AML Program that has been submitted to SunGard pursuant to Section 22, and approvalshas appointed the Trust’s AML Compliance Officer, who is, or who will be appointed at the next regularly scheduled meeting of the Trustees, an officer of the Trust; (b) the AML Program and the designation of the AML Officer have been approved by the Trustees; (c) the delegation of certain services thereunder to SunGard, as provided in Section 1 of this Agreement, has been approved by the Trustees; and (d) the Trust will submit any material amendments to the AML Program to SunGard for SunGard’s review. Any amendment that would have a material impact upon the AML Services to be rendered by SunGard or the responsibilities of SunGard shall be subject to approval by SunGard prior to adoption. The Trust’s AML Compliance Officer need not be an officer of the Trust if not required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsregulations.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Massachusetts and is registered with the SEC as an open-end, diversified management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed except that no approval shall be required for the Trust to make any modifications to its registration statement required in order to reasonably comply with the SEC 1933 Act, 1940 Act or any other applicable laws, rules, or regulations. (e) The execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is a party or any judgment, order or decree to which Trust is subject. (f) Upon the 1940 Act; e. The Registration Statement been filed execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (g) Any officer positions of this Agreementthe Trust filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as Trust officers on substantially the same terms as such coverage is provided for the Trust officers after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers. The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (h) The officer positions filled by ALPS are named officer positions, in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is is, or will be prior to the commencement of its operations, an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by It has all necessary right, title, intellectual property, licenses, consents and content as may be necessary for the Trust or the Trust’s authorized participants includes “Personal Information” (to operate as such term is defined in Section 9 below), the presently contemplated. The Trust further represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for will promptly notify the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform if any of the services, and, subject above ceases to Section 9, may use and disclose Personal Information outside of the jurisdiction in which be true or if it was initially collected by the Trust, including the United States and that information relating is unable to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsperform its obligations under this Agreement for any reason.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, business trust duly organized, organized and existing and in good standing under the laws of its state The Commonwealth of formation;Massachusetts and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Agreement and Declaration of Trust and By-laws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to a Fund’s registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without prior written notice to ALPS. (e) The (i) the execution, delivery and performance of this Agreement by the Trust on behalf of the Funds does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (ii) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The officer position(s) filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease(s) to serve the Trust on substantially the same terms as such coverage is provided for other persons serving as officers of this Agreementthe Trust after such persons are no longer officers of the Trust; or (c) continued in the event the Trust/Fund merges or terminates, on substantially the same terms as such coverage is continued for other Trust officers (but in any event for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) Any officer position filled by ALPS is a named officer in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and is subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, validly existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end company under the 0000 Xxx. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws Bylaws to enter into and perform this Agreement;. c. (c) All requisite proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (d) The Board of Directors of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with the SEC under the 1940 Act; e. (e) (i) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by the Trust also warrants does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers is a party or sells its shares have any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust Trust. (f) A registration statement under the 1933 Act and the 1940 Act is currently, or any will be upon commencement of operations, effective and will remain effective, and appropriate state securities law or regulation applicable filings have been made and will continue to it; h. As be made, with respect to all shares of the close of business on Trust being offered for sale. (g) Notwithstanding anything in this Agreement to the date of this Agreementcontrary, the Trust is authorized agrees not to issue unlimited shares make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of beneficial interest; and i. Where information provided by ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed except that no approval shall be required for the Trust to make any modifications to its registration statement required in order to reasonably comply with the 1933 Act, 1940 Act or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all any other applicable laws, rules, or regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator thatCompany and to each of the Backstop Participants as set forth below. Each representation, warranty and agreement is made only as of Effective Date of the Plan and as of the Put Closing Date or the Call Closing Date as applicable: a. It (a) The Trust has been duly created and is a statutory trust, duly organized, validly existing and in good standing as a statutory trust under the laws of the State of Delaware, and all filings required under the laws of the State of Delaware with the respect to the creation and valid existence of the Trust as a statutory trust have been made. (b) The Trust has the power and authority to own its state of formation;properties and to conduct its business as currently conducted. b. It (c) The Trust has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into into, execute and perform deliver this Agreement; c. All requisite proceedings have been taken to authorize it to enter into Agreement and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or hereunder, including, without limitation, the obligation of the Trust or any law or regulation applicable to it; h. As convey and assign the Trust Shares to the Backstop Participants upon the exercise of the close of business on Put Right or the date Call Right, as applicable. The Trust has taken all necessary action required for the due authorization, execution, delivery and performance by it of this Agreement, . (d) The Trust is the sole record and beneficial owner of all of the Trust is authorized Shares and has good and marketable title to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” Shares, free and clear of any and all liabilities, liens, security interests, pledges, restrictions on transfer (as such term is defined except for those restrictions on transfer set forth in Section 9 belowthat certain Stockholders Agreement), the Trust represents and warrants that it has obtained all consents and approvalsclaims, as required by all applicable lawscharges or other encumbrances or equities of any kind, regulationsnature, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunderdescription. The Trust acknowledges that the Administrator may perform any Shares consist of all of the services, and, subject to Section 9, may use and disclose Personal Information outside shares of the jurisdiction Common Stock of the Company issued to the Trust pursuant to the Plan. (e) This Agreement has been, and any Put Exercise Notice executed and delivered by Trust in which it was initially collected accordance with the provisions of Article II hereof will be, duly and validly executed and delivered by the Trust, including and, upon the United States entry of the Agreement Order, the Confirmation Order becoming a Final Order and that information relating to the occurrence of the Effective Date of the Plan, this Agreement will constitute the valid and binding obligations of the Trust, including Personal Information may be accessed enforceable against the Trust in accordance with its terms. (f) Subject to the entry of the Court Orders and occurrence of the Effective Date of the Plan, the execution and delivery by national security authoritiesthe Trust of this Agreement and the compliance by the Trust with all of the provisions hereof and the consummation of the transactions contemplated herein and therein (i) will not conflict with or result in a breach or violation of, law enforcement any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trust is a party or to which any of the property or assets of the Trust is subject, (ii) will not result in any violation of the provisions of the Trust Agreement, (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust or any of its properties. (g) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Trust or any of its properties is required for the execution and courtsdelivery by the Company of this Agreement or the performance of and compliance by the Trust with all of the provisions hereof, except the entry of the Court Orders and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator BISYS that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that : (a) as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date Effective Date, each Fund which is in existence as of this Agreementthe Effective Date has authorized unlimited shares, the Trust is authorized to issue unlimited (b) by virtue of its Declaration of Trust, shares of beneficial interest; and i. Where information provided each Fund which are redeemed by the Trust or may be sold by the Trust from its treasury, and (c) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust 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. The Trust also represents and warrants that (a) it has adopted the written AML Program that has been submitted to BISYS pursuant to Section 17, and has appointed an officer of the Trust as the Trust’s authorized participants includes anti-money laundering compliance officer (“Personal Information” AML Compliance Officer”), (b) the AML Program and the designation of the AML Officer have been approved by the applicable Board, (c) the delegation of certain services thereunder to BISYS, as such term is defined provided in Section 9 below)21, has been approved by the Board, and (d) the Trust will submit any material amendments to the AML Program to BISYS for BISYS’ review and consent prior to adoption in accordance with Section 19. The Trust represents and warrants that it has obtained all consents and approvalsthat, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information prior to the AdministratorTrust requesting that BISYS, and acting in its capacity as required for transfer agent, provide the Administrator Trusts’s investment adviser with information related to use and disclose such Personal Information in connection any Suspicious Activity Report with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating respect to the Trust, including Personal Information may be accessed by national security authoritiesthe Trust will have a written confidentiality agreement or other arrangements in place specifying that the investment adviser must protect the confidentiality of the Suspicious Activity Report through appropriate internal controls, law enforcement in accordance with U.S. Department of the Treasury, Financial Crimes Enforcement Network release FIN-2006-G013, dated October 4, 2006, and courtsthe Trust hereby authorizes BISYS, acting in its capacity as transfer agent, to provide the investment adviser with information related to any such Suspicious Activity Reports, upon investment adviser’s request.

Representations and Warranties of the Trust. (a) The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will at all consents times during the term of this Agreement comply in all material respects with the 1940 Act. (b) The Trust represents and approvalswarrants that shares of the Funds offered and sold pursuant to this Agreement will be registered under the 1933 Act, as required by duly authorized for issuance and sold in compliance with the laws of the Commonwealth of Massachusetts and all applicable laws, regulations, by-federal and state securities laws and ordinances that regulate the collection, processing, use or disclosure Trust is and will remain during the term of Personal Information, necessary to disclose such Personal Information to this Agreement registered as an open-end management investment company under the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder1940 Act. The Trust acknowledges agrees that it will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to permit the continuous offering of its shares in accordance with the 1933 Act. The Trust will register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or Signator. (c) The Trust represents and warrants that the Administrator may perform any registration statement for shares of the servicesFunds and any amendments or supplement thereto will, andwhen they become effective, subject conform in all material respects to Section 9, may use and disclose Personal Information outside the requirements of the jurisdiction 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that this representation and warranty will not apply to any statements or omissions made in which it was initially collected by the Trust, including the United States reliance upon and that in conformity with information relating furnished in writing to the Trust, including Personal Information may be accessed Trust by national security authorities, law enforcement or on behalf of a Company expressly for use therein. (d) The Trust represents and courtswarrants that each Fund is currently qualified as a "regulated investment company" under subchapter M of the Code and agrees that the Trust will use all reasonable efforts to maintain such qualification (under Subchapter M or any successor or similar provision) and will notify the Companies promptly upon having a reasonable basis for believing that any Fund has ceased to so qualify or might not so qualify in the future.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Agreement and Declaration of Trust and By-laws (together, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without prior notice to ALPS. (e) The (i) execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is an investment company properly registered with a party or any judgment, order or decree to which Trust is subject; (ii) the SEC under execution, delivery and performance of this Agreement by Trust has been duly authorized and approved by all necessary action; and (iii) upon the 1940 Act; e. The Registration Statement been filed execution and delivery of this Agreement by ALPS and Trust, this Agreement will be effective a valid and remain effective during binding obligation of Trust and the term Funds. (f) The officer position(s) filled by ALPS, to the extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) The Trust’s officer position(s) filled by ALPS are named officer(s) in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. It 4.1 The Trust is a statutory trust, duly trust organized, existing and in good standing under the laws of its state the State of formation;Delaware. b. It has the requisite power and authority 4.2 The Trust is empowered under applicable laws and by its Declaration of Trust and By-laws organizational documents to enter into and perform this Agreement;. c. 4.3 All requisite proceedings have been taken to authorize it the Trust to enter into into, perform and perform receive services pursuant to this Agreement;Agreement and to appoint the Transfer Agent as transfer agent of the Trust. d. It 4.4 The Trust is an investment company properly registered with the SEC under the 1940 Act;, as a closed-end management investment company. e. The Registration Statement been filed 4.5 A registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is currently effective and will be effective remain effective, and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary appropriate state securities law filings under the securities laws of the states in which the Trust offers or sells its shares have been made and will continue to be made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability , with respect to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation all Shares of the Trust or any law or regulation applicable to it;being offered for sale. h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. 4.6 Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (e.g., information in subscription documents) (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransfer Agent, and as required for the Administrator Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator Transfer Agent may perform any of the services, and, subject to Section 9, services and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer Agent shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reasonable reliance Information Classification: Limited Access upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust Trust, on behalf of the Fund, represents and warrants to the Administrator Partnership and agrees that: a. It (a) The Trust is a statutory trust, trust duly organized, formed and validly existing and in good standing under the laws of Delaware and has power to carry on its state of formation; b. It has the requisite power business as it is now being conducted and authority under applicable laws and by its Declaration of Trust and By-laws to enter into carry out, execute, deliver and perform its obligations under this Agreement;. Each series of the Trust, including without limitation the Fund with respect to its first taxable year which includes the Exchange Date, is or will be taxable as a separate corporation for U.S. federal income tax purposes. There is no plan or intention for the Trust to change such federal income tax classification for any such series. c. All requisite proceedings (b) The Trust has filed a post-effective amendment to its registration statement on Form N-1A relating to the Fund (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. (c) At the Exchange Date, all Fund Shares to be issued to the Partnership will have been taken duly authorized and, when issued and delivered pursuant to authorize it to enter into and perform this Agreement;, will be legally and validly issued and will be fully paid and nonassessable; and no shareholder of the Trust will have any preemptive right of subscription or purchase with respect to any Fund Shares. The Fund has no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or similar contracts or commitments. d. It (d) No consent, approval, authorization, or order of any governmental authority is an investment company properly registered with required for the SEC consummation by the Trust of the transactions contemplated by this Agreement, except (i) for the filing of a post-effective amendment to the Trust’s Registration Statement on Form N-1A and (ii) such as may otherwise be required under the 1940 Act;. e. (e) The Registration Statement been filed and will be effective and remain effective during the term issuance of this Agreement. The Trust also warrants Fund Shares pursuant to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict compliance with any other agreement or obligation of all applicable federal and state securities laws. (f) Immediately after the Trust or any law or regulation applicable to it; h. As of the close of business on the date of Exchange described in this Agreement, the Trust is authorized to issue unlimited Partnership will own all of the issued and outstanding shares of beneficial interest; andthe Fund. i. Where information provided by (g) As of the Trust or date of the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below)Exchange, the Trust represents and warrants that it has obtained all consents and approvals, Fund will have the same procedures as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required Partnership for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsdetermining net asset values.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as a closed-end management investment company b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws Bylaws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of Administrator hereunder without the prior written approval of Administrator, which approval shall not be unreasonably withheld or delayed. (e) The (i) execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (ii) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Administrator and Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The officer position(s) filled by Administrator, to the extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, for a period of no less than six years). The Trust also warrants to the shall provide Administrator that as with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify Administrator immediately should the securities laws of the states Policy be cancelled or terminated. (g) The Trust’s officer position(s) filled by Administrator are named officer(s) in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its state the State of formation;Delaware and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws Laws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval of ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by the Trust also warrants (a) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; andFund. i. Where information provided (f) The officer positions filled by the Trust or ALPS shall be covered by the Trust’s authorized participants includes Directors & Officers/Errors & Omissions Policy (the “Personal Information” Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officer(s) cease(s) to serve as officer(s) of the Trust on substantially the same terms as such term coverage is defined in Section 9 below), provided for other person(s) serving as officers of the Trust represents and warrants that it has obtained all consents and approvalsafter such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required coverage is continued for the Administrator to use and disclose such Personal Information other Trust officers (but in connection with the performance any event for a period of the services hereunderno less than six years). The Trust acknowledges that the Administrator may perform any shall provide ALPS with proof of current coverage, including a copy of the services, and, Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS’s personnel who serve as officer(s) of the Trust are named officers in the Trust’s corporate resolutions and subject to Section 9, may use and disclose Personal Information outside the provisions of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsOrganizational Documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (a) It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. (b) It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. (c) All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. (d) It is an investment company properly registered with the SEC under the 1940 Act; e. (e) The Registration Statement has been filed and and, once effective, will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that that, as of the effective date of this Agreement and apart from filings to be made by the Administrator on behalf of the Trust pursuant to the terms of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been or will be made when required by applicable law to be made; f. (f) No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. (g) Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. (h) As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. (i) Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information; provided, that provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence, bad faith, fraud or willful misconduct.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and and, once effective, will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings filings, if any, under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information; provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers, or employees in cases of its or their own negligence, bad faith, fraud, or willful misconduct.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (i) It is a statutory trust, trust duly organized, validly existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end investment company under the 1940 Act. b. (ii) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (iii) The Board has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with the SEC under the 1940 Act; e. (iv) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by the Trust also warrants does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers is a party or sells its shares have any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been made;duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by the Administrator and the Trust, this Agreement will be a valid and binding obligation of the Trust. f. No legal or administrative proceedings have been instituted or threatened which would impair (v) The Chief Compliance Officer provided by the Administrator shall be covered by the Trust’s ability Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or ensure that such coverage be in material conflict with any other agreement or obligation (a) reinstated should the Policy be cancelled; (b) continued after such officer ceases to serve the Trust on substantially the same terms as such coverage is provided for Trust officers after such persons are no longer officers of the Trust Trust; or any law or regulation applicable to it; h. As of (c) continued in the close of business on the date of this Agreement, event the Trust merges or terminates, on substantially the same terms as such coverage is authorized to issue unlimited shares of beneficial interest; andprovided for the Trust officers. i. Where information (vi) The Chief Compliance Officer provided by the Trust or Administrator is named as an officer in the Trust’s authorized participants includes “Personal Information” (as such term resolutions and is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information subject to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance provisions of the services hereunder. The Trust acknowledges that the Administrator may perform any Trust’s Organizational Documents regarding indemnification of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Administrator thatas follows: a. It (a) it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (b) it is not a statutory trustparty to any, duly organizedand there are no, existing and pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in good standing under the laws aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its state of formationproperties or assets; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize (c) it to enter into and perform this Agreement; d. It is an investment company properly that is duly registered under all applicable Securities Laws; (d) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC and has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; and (e) each Prospectus has been prepared in accordance with all applicable Securities Laws and at the time such Prospectus was filed with the SEC under the 1940 Act; e. The Registration Statement been filed and became effective, no Prospectus will be effective and remain effective during the term include an untrue statement of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsProspectus not misleading.

Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Administrator BNY Mellon, which representation and warranties shall be deemed to be continuing, that: a. : (a) It is a statutory trust, duly organized, organized and existing and in good standing under the laws of the jurisdiction of its state organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action of formation; b. It has the requisite power Board and authority under constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms: (c) The Trust is conducting its business in compliance with all applicable laws and by its Declaration of Trust regulations, both state and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed federal, has made and will be effective continue to make all necessary filings including tax filings and remain effective during the term has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. ; (d) The Trust also warrants to method of valuation of securities and the Administrator that method of computing the Net Asset Value shall be as set forth in the offering Materials of the Series. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective date Offering Meterials for the Series would violate any applicable laws or regulations, the Trust shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of this Agreementsecurities, net asset value or other computation, as the case may be, or. instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all necessary filings under subject to confirmation by BNY Mellon as to its capacity to act in accordance with the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date foregoing; - 3 - (e) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor to or sponsor of the Trust in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of the Trust relating to this Agreement have been fully disclosed to the Board and that, if required by applicable law, the Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits: (f) Each person named on Exhibit B hereto is duly authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” to be an Authorized Person hereunder: (g) The Trust has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as such term is defined in its Prospectus and Statement of Additional Information). each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (h) Without limiting the provisions of Section 9 below)22 herein, the Trust represents shall treat as confidential the terms and warrants that it has obtained all consents conditions of this Agreement and approvalsshall not disclose nor authorize disclosure thereof to any other person, as required by all applicable lawsexcept (i) to its employees, regulationsregulators, by-laws examiners, internal and ordinances that regulate the collectionexternal accountants, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administratorauditors, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtscounsel.

Representations and Warranties of the Trust. The Trust represents and warrants to and agrees with the Administrator thatPurchaser, as of the date of the Purchase Agreement, as follows: a. It (a) The Trust is a statutory trust, trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and all material governmental licenses, authorizations, consents and approvals required to carry on its state business in each jurisdiction in which its business is now conducted. The Trust is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of formation;its business requires it to be so qualified. b. It (b) The Trust has the requisite full power and authority to execute and deliver this Agreement and to perform its obligations under applicable laws and the Basic Documents to which it is a party. The Basic Documents to which the Trust is a party have been duly authorized by its Declaration all necessary action on behalf of the Trust and By-laws do not require any additional approval on behalf of the Trust by anyone that has not already been obtained. The Basic Documents to enter into and perform this Agreement; c. All requisite proceedings which the Trust is a party have been taken duly executed and delivered by the Trust and constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms, subject, as to authorize it enforcement, to enter into bankruptcy, insolvency, reorganization, and perform this Agreement;similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity and equitable remedies, regardless of whether enforcement is considered in a proceeding in equity or at law. d. It is an investment company properly registered with (c) The Purchased Notes have been duly authorized, and when the SEC under Purchased Notes are issued and delivered pursuant to the 1940 Act; e. The Registration Statement indenture, the Purchased Notes will have been filed duly executed, issued and delivered and will be effective and remain effective during the term of this Agreement. The Trust also warrants entitled to the Administrator that benefits provided by the Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such benefits is considered in a proceeding in equity or at law), and will in all material respects be in the form contemplated by the Indenture. (d) Neither the execution and delivery nor the performance by the Trust of the effective date of this Agreement, all necessary filings under the securities laws of the states in Basic Documents to which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement it is a party will not cause a material breach or be in material conflict with any other agreement or obligation the governing instruments of the Trust or conflict with, result in a breach, violation or acceleration of, or constitute a default or require any law consent under any instrument or agreement to which the Trust is a party or by which the Trust or its properties may be bound, or any law, order, or regulation applicable to it; h. As the Trust of any governmental authority having jurisdiction over the Trust or its properties, and do not and will not result in or require the creation of any lien (other than pursuant to the Indenture) with respect to any of the close of business on Trust's properties. (e) Neither the date of this Agreement, execution and delivery nor the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided performance by the Trust of the Basic Documents to which it is a party requires any authorization, approval, consent, license, exemption (other than any self-executing exemption), filing, registration, or any other action except those which have been obtained and are in full force and effect or where the failure to comply with the requirement would not adversely affect the delivery, execution or performance by the Trust of the Basic Documents. (f) Neither the Trust nor any of its Affiliates is in default under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money to which it is a party or by which its properties are bound, which default is likely to result in a Material Adverse Effect. No Event of Default has occurred and is continuing under any of the Basic Documents. (g) The Trust holds good and indefeasible title to, and is the sole owner of, all right, title and interest in and to the Trust Estate (including any and all Mortgage Loans and the related other assets given as security for any of the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below's obligations hereunder), free and clear of all liens, participations and rights of others (except for the lien created by the Indenture), and on each date this representation is made, the Indenture Trustee has a first priority lien with respect to the Trust represents Estate and warrants that no further action in the nature of delivery of possession or filing, including any filing of any document is required to establish and perfect the lien with respect to the Trust Estate in favor of the Indenture Trustee against all third parties in any jurisdiction. (h) There are no actions, suits, investigations or other proceedings pending or, to the best knowledge of the Trust after due inquiry, threatened against or affecting the Trust by or before any court, arbitrator, or governmental authority (i) asserting the invalidity of or any of the Basic Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by or any of the Basic Documents, or (iii) which is reasonably likely to materially and adversely affect the validity, enforceability, collectibility or value of the Purchased Notes. There are no preliminary or permanent injunctions or orders by any court or other governmental authority pending adversely affecting any of the Basic Documents or any of the transactions contemplated thereby. (i) The Trust is not, nor is it has obtained all consents and approvalscontrolled by, an "investment company" within the meaning of the Investment Company Act of 1940, as required amended. (j) The Trust does not have any outstanding debt obligation for money borrowed, any other (i.e., debt arising for reasons other than money borrowed) material debt obligations other than the Purchased Notes. (k) The transactions contemplated by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Basic Documents are in the ordinary course of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance business of the services Trust. The Trust will engage in each acquisition of Mortgage Loans under this Agreement as a principal and not as an agent. (l) The Trust is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder. The Trust acknowledges that will not be rendered insolvent by the Administrator may perform execution and delivery of any of the services, and, subject to Section 9, may use and disclose Personal Information outside Basic Documents or the performance of the jurisdiction in which it was initially collected its obligations hereunder. No petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Trust Agreement to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. e. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. f. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. g. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; h. It has all necessary right, title, intellectual property, licenses, consents and content as may be necessary for the Trust to operate as presently contemplated; and i. Where information provided by the Trust It will not hold any Digital Assets other than those specifically listed, if any, on Schedule A hereto. The term “Digital Assets” means an asset that is issued and/or transferred using distributed ledger or the Trust’s authorized participants includes blockchain technology (“Personal Information” (as such term is defined in Section 9 belowdistributed ledger technology”), including, but not limited to, so-called “virtual currencies”, “coins” and “tokens” and with respect to which the Administrator has agreed to provide services hereunder. The Trust further represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for will promptly notify the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform if any of the services, and, subject above ceases to Section 9, may use and disclose Personal Information outside of the jurisdiction in which be true or if it was initially collected by the Trust, including the United States and that information relating is unable to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsperform its obligations under this Agreement for any reason.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as a closed-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws Bylaws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of Administrator hereunder without the prior written approval of Administrator, which approval shall not be unreasonably withheld or delayed; provided that in no event shall any modification or adoption of any investment company properly registered with policy, parameter or restriction of the SEC under Trust be deemed to affect materially the 1940 Act;obligations or responsibilities of Paralel hereunder. e. (e) The Registration Statement been filed (i) execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by the Trust also warrants does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers is a party or sells its shares have any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Administrator and Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it;Trust. h. As (f) If the personnel of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (Administrator serve as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating officers to the Trust, the officer position(s) filled by personnel of the Administrator, to the extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use commercially reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of the Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, in the case of (ii) or (iii) for a period of no less than six years). The Trust shall provide Administrator with proof of current coverage, including Personal Information may a copy of the Policy, and shall notify Administrator immediately should the Policy be accessed cancelled or terminated. (g) If personnel of the Administrator serve as officers to the Trust, the Trust’s officer position(s) filled by national security authorities, law enforcement personnel of the Administrator are named officer(s) in the Trust’s board resolutions and courtsare subject to the provisions of the Trust’s Organizational Documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to Information Classification: Limited Access disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been will be made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence, bad faith or willful misconduct.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; andits Shares; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal InformationInformation by the Trust, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information as required by the express terms of this Agreement in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. Notwithstanding the foregoing, the Administrator shall not transfer Personal Information outside the United States without notification to, and consent from, the Trust.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. It 4.1 The Trust is a statutory trust, trust duly organized, existing and in good standing under the laws of its the state of its formation;. b. It has the requisite power and authority 4.2 The Trust is empowered under applicable laws and by its Declaration of Trust and By-laws organizational documents to enter into and perform this Agreement;. c. 4.3 All requisite proceedings have been taken to authorize it the Trust to enter into into, perform and perform receive services pursuant to this Agreement;Agreement and to appoint the Transfer Agent as transfer agent of the Trust. d. It is an investment company properly registered with the SEC 4.4 A registration statement under the 1940 Securities Act of 1933, as amended (the “Securities Act; e. The Registration Statement been filed ”), is currently effective and will be effective remain effective, and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary appropriate state securities law filings under the securities laws of the states in which the Trust offers or sells its shares have been made and will continue to be made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability , with respect to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation all Shares of the Trust or any law or regulation applicable to it;being offered for sale. h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. 4.5 Where information provided by the Trust or the Trust’s authorized participants Authorized Participants includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransfer Agent, and as required for the Administrator Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator Transfer Agent may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer Agent shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, validly existing and in good standing under the laws in its jurisdiction of organization and is qualified to conduct its state of formationbusiness in every jurisdiction where its business is conducted; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws Agreement to enter into and perform this Agreement; c. All requisite proceedings The execution, delivery and performance of this Agreement, all documents and instruments to be delivered hereunder or thereunder and all transactions contemplated hereunder or thereunder have been taken to authorize it to enter into and perform this Agreementduly authorized by all necessary organizational action; d. It is an investment company properly registered with the SEC under the 1940 ActThe person executing this Agreement on its behalf has been duly authorized to act on its behalf; e. This Agreement constitutes its legal, valid, binding and enforceable agreement; f. It has obtained all authorizations, approvals and consents of any governmental body required in connection with this Agreement and all transactions contemplated hereunder and such authorizations are in full force and effect; g. The execution, delivery and performance of this Agreement and the transactions hereunder will not violate any agreement, law, ordinance, charter, by-law, rule or regulation applicable to it or by which it is bound or by which any of its assets are affected; h. The Registration Statement been will be filed and will be effective as of the date of offer and sale of the Shares of each Fund, and remain effective thereafter during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreementoffer and sale of the Shares of each Fund, all necessary filings under the securities laws of the states in which the Trust such Fund offers or sells its shares Shares necessary for such offer or sale will have been made; f. i. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this the Agreement;; and g. j. Its entrance into this Agreement will shall not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.

Representations and Warranties of the Trust. The Trust represents and warrants to Grace and Grace Parent, as of the Administrator date hereof and as of the Closing Date, that: a. It is a statutory trust(a) The execution, duly organized, existing delivery and in good standing under performance by the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, and the consummation of the transactions contemplated hereby are within the powers of the Trust and have been or will have been duly authorized by all necessary filings trust and other action on the part of the Trust, and that this Agreement constitutes a valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution, delivery and performance by Grace and Grace Parent of this Agreement, and the consummation of the transactions contemplated hereby, satisfies all obligations of Grace and Grace Parent with respect to the Deferred Payments (PI) and Guaranteed Obligations (PI) under the securities laws Plan. (c) The execution, delivery and performance by the Trust of this Agreement and the consummation of the states transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of the Trust. (d) The execution, delivery and performance by the Trust of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not and will not (i) violate the certificate of formation or trust agreement (or similar constituent documents) of the Trust, (ii) assuming Grace and/or Grace Parent obtains the Agent Consent, violate any material agreement to which the Trust offers is a party or sells by which the Trust or any of its shares have been made; f. No legal property or administrative proceedings have been instituted assets is bound, including the Plan, or threatened which would impair (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the Trust’s ability . (e) There is no Permitted Holder other than the Trust. (f) Other than Rothschild Inc., whose fee shall be paid by the Trust, there is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to perform its duties and obligations under act on behalf of the Trust who might be entitled to any fee or commission from Grace or Grace Parent upon consummation of the transactions contemplated by this Agreement;. g. Its entrance into (g) The Trust (i) either alone or together with its representatives, has such knowledge and experience in financial, business and tax matters as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement will and to make an informed decision to enter into the transactions contemplated hereby, and has so evaluated the risks and merits of such transaction, and (ii) has had the opportunity to review the reports filed by Grace Parent with the Securities and Exchange Commission (“SEC”). Notwithstanding the foregoing, the Trust acknowledges that neither of Grace nor Grace Parent has made any representations, warranties or covenants regarding Grace Parent, Grace, or the transactions contemplated hereby that are not cause a material breach reflected in this Agreement. (h) Except as expressly set forth in this Section 5, the Trust makes no representation or be warranty, express or implied, at law or in material conflict with any other agreement or obligation equity, in respect of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administratortransactions contemplated hereby, and as required for the Administrator to use any such other representations and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtswarranties are hereby expressly disclaimed.

Representations and Warranties of the Trust. The CASH MANAGER AND CO-TRUST CASH MANAGERS (i) Barclays Bank PLC, as initial Trust represents and warrants Cash Manager hereby makes, (ii) any Co-Trust Cash Manager, by its appointment pursuant to the Administrator that:relevant Accession Notice, shall be deemed to make, and (iii) any Successor Trust Cash Manager by its appointment hereunder shall make, (in the case of (ii) and (iii) with appropriate modifications to Clause 9.3 a. (a) to reflect the Co-Trust Cash Manager's or Successor Trust Cash Manager's organisation), the following representations and warranties on which the Receivables Trustee has relied in appointing Barclays Bank PLC as the initial Trust Cash Manager and, whenever appropriate, any Co-Trust Cash Manager or Successor Trust Cash Manager. (a) ORGANISATION It is a statutory trust, corporation duly organized, existing and in good standing incorporated under the laws of England with full corporate power, authority and legal right to own its state of formation; b. It has the requisite assets and conduct its business as such assets are presently owned and its business as presently conducted and with power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into the Relevant Documents and to exercise its rights and perform this Agreement;its obligations thereunder and all corporate and other action required to authorise its execution of each Relevant Document and its performance of its obligations thereunder has been duly taken. c. (b) DUE AUTHORIZATION All requisite proceedings acts, conditions and things required to be done, fulfilled and performed in order (i) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in each Relevant Document, (ii) to ensure that the obligations expressed to be assumed by it in each Relevant Document are legal, valid and binding on it and (iii) to make each Relevant Document and each such assignment admissible in evidence in England have been taken done, fulfilled and performed save for the payment of stamp duty in the United Kingdom in respect of any such assignment under any applicable law. (c) NO VIOLATION The execution and delivery of each Relevant Document by the Trust Cash Manager or Co-Trust Cash Manager, as the case may be, and the exercise of its rights and the performance of its obligations thereunder will not conflict with or violate any Requirement of Law. (d) BINDING OBLIGATION The obligations expressly to authorize be assumed by it in each Relevant Document are legal and valid obligations binding on it and enforceable against it in accordance with its terms, subject to enter into applicable bankruptcy laws, other similar laws affecting creditors' rights, general equitable principles and perform this Agreement;other limitations on enforcement in the jurisdiction of the Obligor. d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants (e) NO PROCEEDINGS There are no proceedings or investigations pending or, to the Administrator that as best of its knowledge threatened against it before any court, regulatory body, arbitral tribunal or public or administrative body or agency (i) asserting the invalidity of any Relevant Document; (ii) seeking to prevent the entering into of any of the effective date of this Agreementtransactions contemplated by any Relevant Document; (iii) seeking any determination or ruling that, all necessary filings under in the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation reasonable opinion of the Trust Cash Manager or Co-Trust Cash Manager, as the case may be, would materially and adversely affect the performance by it of its obligations under any law Relevant Document; or regulation applicable to it;(iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of any Relevant Document. h. As (f) NO CONFLICT The execution and delivery of each Relevant Document and the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided exercise by the Trust Cash Manager or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Co-Trust represents and warrants that it has obtained all consents and approvalsCash Manager, as required by all applicable lawsthe case may be, regulations, by-laws of its rights and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of its obligations thereunder will not conflict with, result in any breach of the services hereunder. The Trust acknowledges that the Administrator may perform material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any agreement, indenture, contract, mortgage, trust deed or other instrument to which it is a party or by which it or any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits assets is otherwise bound.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Dealer Manager and each Participating Broker-Dealer with whom the Dealer Manager has entered into or will enter into a Participating Broker-Dealer Agreement (the “Participating Broker-Dealer Agreement”) in substantially the form attached as Exhibit A to this Agreement (or such other form as shall be approved in writing by the Trust) that, as of the date hereof and at all times during the Offering (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Trust only makes such representations and warranties as of such date or dates), with respect to the Offering, as applicable, that: a. It The Shares have not been registered under the Securities Act, the securities laws of any other State or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements of the Securities Act and any other applicable laws pursuant to the Private Placement Memorandum. The Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the Securities Act, and (ii) outside the United States in accordance with Regulation S under the Securities Act. As of the date hereof, no jurisdiction in which the Shares have been or will be offered or sold has issued any notification with respect to the suspension of the qualification of the Shares for sale in such jurisdiction and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Trust, threatened. The Trust is in compliance in all material respects with all federal and state securities laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to the Offering and the sale of the Shares. b. The Trust is a statutory trust, trust duly organized, validly existing and in good standing under the laws of its state the State of formation; b. It has Maryland, and is in good standing with the requisite State Department of Assessments and Taxation of Maryland, with full power and authority under applicable laws and by to conduct its Declaration of Trust and By-laws to enter into and perform this Agreement;business as described in the Private Placement Memorandum. c. All requisite proceedings The Private Placement Memorandum does not, and any amendments thereto will not, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Trust makes no warranty or representation with respect to any statement contained in the Private Placement Memorandum, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Trust by the Dealer Manager or any Participating Broker-Dealer expressly for use in the Private Placement Memorandum or any amendments or supplements thereto. d. The Trust intends to use the funds received from the sale of the Shares as set forth in the Private Placement Memorandum. e. Except as have been taken to authorize it to enter into and perform this Agreement; d. It obtained or waived, no material consent, approval, authorization or other order of any governmental authority is an investment company properly registered required in connection with the SEC under execution or delivery by the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term Trust of this Agreement. The Agreement or the issuance and sale by the Trust also warrants to the Administrator that as of the effective date of this AgreementShares, all except any necessary filings qualification under the securities or blue sky laws of the states jurisdictions in which the Trust offers Shares are being offered by the Dealer Manager and the Participating Broker-Dealers; and (b) and necessary qualification or sells its shares have been made;notice under the conduct rules set forth in the Financial Industry Regulatory Authority, Inc. (“FINRA”) rulebook (the “FINRA Rules”). f. No legal Unless otherwise described in the Private Placement Memorandum, there are no actions, suits or proceedings pending or to the knowledge of the Trust, threatened against the Trust, at law or in equity or before or by any federal or state commission, regulatory body or administrative proceedings agency or other governmental body, domestic or foreign, which will have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach adverse effect on the business or be in material conflict with any other agreement or obligation property of the Trust or any law or regulation applicable to it;(a “Material Adverse Effect”). h. As of the close of business on the date g. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Trust will not conflict with or constitute a default under (a) the Declaration of Trust or by-laws, (b) any indenture, mortgage, deed of trust, lease or other material agreement to which the Trust is authorized party, (c) any law, rule or regulation applicable to issue unlimited shares the Trust or (d) any writ, injunction or decree of beneficial interest; andany government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Trust, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws and except, in the cases of clauses (b), (c) and (d), for such conflicts or defaults, that individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. h. The Trust has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws. i. Where information At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Private Placement Memorandum and the Declaration of Trust, and upon payment therefor as provided by the Private Placement Memorandum and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Private Placement Memorandum. j. Except as otherwise disclosed in the Private Placement Memorandum, the Trust owns or possesses, has the right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business now operated by the Trust’s authorized participants includes , except where the failure to have such ownership or possession would not, singly or in the aggregate, have a Material Adverse Effect. k. The Trust has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Trust to the extent that such taxes or assessments have become due, except where the Trust is contesting such assessments in good faith. l. The Trust does not intend to conduct its business so as to be an “Personal Informationinvestment company” (as such that term is defined in Section 9 belowthe Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act. m. The Trust complies in all material respects with applicable privacy provisions of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”) and applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”). n. Any and all printed sales literature or other materials that have been approved in advance in writing by the Trust represents and warrants that it has obtained all consents appropriate regulatory agencies for use in the Offering (“Authorized Sales Materials”) prepared by the Trust and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate any of its affiliates (excluding the collection, processing, Dealer Manager) specifically for use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information with potential investors in connection with the performance of Offering, when used in conjunction with the services hereunder. The Trust acknowledges that Private Placement Memorandum, did not at the Administrator may perform any of the servicestime provided for use, and, subject as to Section 9later provided materials, may use and disclose Personal Information outside will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Private Placement Memorandum, not misleading. If at any time any event occurs that is known to the Trust as a result of which such Authorized Sales Materials when used in conjunction with the Private Placement Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Trust will notify the Dealer Manager thereof. o. When applicable, the financial statements of the Trust included in the registration statement on Form 10 (the “Form 10”) and included or to be included in the Trust’s periodic reports filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the related notes, will present fairly, in all material respects, the financial position of the Trust, as of the date specified, in conformity with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”), except as described in the notes thereto. p. When applicable, the independent accounting firm that will have audited and certified any financial statements included in the Form 10 or to be included in the Trust’s Annual Report on Form 10-K or any amendments thereto, shall be, as of the applicable dates thereof, and shall have been during the periods covered by their report included therein, independent registered public accountants as required by the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board. q. When applicable, the Trust expects to implement and maintain controls and other procedures that will be designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Trust’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the Trust will make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust; and the Trust expects to implement and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and, to the Trust’s knowledge, neither the Trust, nor any employee or agent thereof, has made any payment of funds of the Trust or received or retained any funds and no funds of the Trust have been set aside to be used for any payment, in each case in material violation of any law, rule or regulation applicable to the Trust. r. This Agreement has been duly authorized, executed and delivered by the Trust and, assuming due authorization, execution and delivery by the Dealer Manager, is a legal, valid and binding agreement of the Trust enforceable against the Trust in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws s. The Trust is qualified to do business and is in good standing in every jurisdiction in which it was initially collected by the conduct of its business, as described in the Private Placement Memorandum, requires such qualification, except where the failure to do so would not have a Material Adverse Effect. t. Neither the Trust nor, to the knowledge of the Trust, including any trustee, officer, employee or affiliate of the United States Trust is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement rules and courtsregulations thereunder.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. It 4.1 The Trust is a statutory trust, business trust duly organized, existing and in good standing under the laws of its state the State of formation;Delaware. b. It has the requisite power and authority 4.2 The Trust is empowered under applicable laws and by its Declaration of Trust and By-laws organizational documents to enter into and perform this Agreement;. c. 4.3 All requisite proceedings have been taken to authorize it the Trust to enter into into, perform and perform receive services pursuant to this Agreement;. d. It 4.4 The Trust is an investment company properly registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act;”), as a closed-end management investment company. e. The Registration Statement been filed 4.5 A registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is currently effective and will be effective remain effective, and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary appropriate state securities law filings under the securities laws of the states in which the Trust offers or sells its shares have been made and will continue to be made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability , with respect to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation all Shares of the Trust or any law or regulation applicable to it;being offered for sale. h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. 4.6 Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransfer Agent, and as required for the Administrator Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator Transfer Agent may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer Agent shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Administrator BNY Mellon, which representation and warranties shall be deemed to be continuing, that: a. (a) It is a statutory trust, duly organized, organized and existing and in good standing under the laws of the jurisdiction of its state of formationorganization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; b. It (b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite power action of the Board and authority under constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms: (c) The Trust is conducting its business in compliance with all applicable laws and by regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its Declaration business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of Trust and By-laws to enter into and perform its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; c. All requisite proceedings have been taken (d) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the offering Materials of the Series. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Meterials for the Series would violate any applicable laws or regulations, the Trust shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, net asset value or other computation, as the case may be, or. instruct BNY Mellon in writing to authorize it value securities and/or compute Net Asset Value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to enter into and perform this Agreementconfirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; d. It is an investment company properly registered with the SEC under the 1940 Act; e. (e) The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor to or sponsor of the Trust in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of the Trust relating to this Agreement have been fully disclosed to the Board and that, if required by applicable law, the Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits: (f) Each person named on Exhibit B hereto is duly authorized by the Trust to issue unlimited shares be an Authorized Person hereunder: (g) The Trust has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of beneficial interestAdditional Information). each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (h) Without limiting the provisions of Section 22 herein, the Trust shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel. (ii) for a summary description of this Agreement in the Offering Materials, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Trust’s obligations of confidentiality hereunder; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. i) The Trust acknowledges that the Administrator may perform shall promptly notify BNY Mellon in writing of any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by all legal proceedings or securities investigations filed or commenced against the Trust, including Investment Advisor or the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsBoard.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator several Purchasers that: a. It (a) The Trust has been duly created and is a statutory trust, duly organized, validly existing and in good standing as a statutory trust under the laws of its state the State of formation; b. It has the requisite Delaware, with trust power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreementagreement, the Trust Agreement and the Registration Rights Agreement (collectively, the "Trust Transaction Documents"). (b) The Trust Agreement is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by in a form eligible for qualification under the Trust or Indenture Act of 1939, as amended (the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below"1939 Act"), and the applicable instructions, rules and regulations of the Commission thereunder. (c) The execution and delivery of this agreement and the other Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransaction Documents, and as required for the Administrator to use and disclose such Personal Information in connection with the performance consummation of the services hereunder. The Trust acknowledges that the Administrator may perform any of the servicestransactions contemplated herein and therein, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including and the United States fulfillment of the terms hereof and that information relating thereof on the part of Trust to be fulfilled, have been duly authorized by all necessary trust action of the Trust in accordance with the provisions of its certificate of trust, the Trust Agreement or other organizational documents (collectively, the "Trust Charter Documents") and applicable law, and the Trust Preferred Securities, when issued and delivered as provided herein, will be duly authorized, validly issued and non-assessable preferred beneficial interests in the Trust. The Trust Transaction Documents, upon execution and delivery by the Trust assuming due authorization, execution and delivery of each of the Trust Transaction Documents by all of the other parties thereto, will constitute valid and binding obligations of the Trust enforceable against the Trust in accordance with their respective terms, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors' rights and remedies generally and general principles of equity. The performance by the Trust of its obligations under this agreement and the other Trust Transaction Documents does not require any consent, approval, authorization, registration or qualification of or by, or notice to, any Governmental Authority (as hereinafter defined) other than those consents, approvals, authorizations, registrations, qualifications or notices as have already been obtained or made which, if not obtained or made, could not reasonably be expected to have a material adverse effect on the business, properties or financial condition of the Trust, and except as required by the Registration Rights Agreement. The term "Governmental Authority" as used herein shall be deemed to mean any national, state, county, city, town, village, municipal or other de jure or de facto government department, commission, board, bureau, agency, authority or instrumentality of a country or any political subdivision thereof, and any person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing entities, including Personal Information may be accessed all commissions, boards, bureaus, arbitrators and arbitration panels, and any authority or other person controlled by national security authorities, law enforcement and courtsany of the foregoing.

Representations and Warranties of the Trust. (a) The Trust represents and warrants to the Administrator that: a. It is a statutory trust, has been duly organized, existing and in good standing formed under the laws of its state the State of formation; b. It Delaware and has the requisite power and authority to effect the offering of the Shares, and conduct its business, each as described in the Registration Statement. All necessary filings, consents and other actions necessary to qualify the offering of the Shares with the Commission under the Securities Act, and blue sky offices in each applicable laws U.S. state and to conduct the business of the Trust as described in the Registration Statement have been, or will timely be, made or taken. (b) The Shares to be or which may be issued by its Declaration of the Trust pursuant to the Registration Statement have been duly authorized for issuance and sale and are registered under the Securities Act pursuant to the Registration Statement, and the Registration Statement shall be effective at the time such Shares are issued and delivered by the Trust and By-laws such Shares conform in all material respects to enter into and perform this Agreement;all statements relating thereto contained in the Registration Statement. c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered (c) In connection with the SEC under offer and sale of the 1940 Shares pursuant to the Registration Statement, the Trust agrees to comply in all material respects with any applicable requirements of the Securities Act;, state securities laws, and the rules and regulations thereunder. e. (d) The Trust will apply the proceeds from the sale of Shares for the purposes set forth in the Registration Statement been filed under “Use of Proceeds”. (e) The Prospectus and the marketing materials identified in Exhibit A hereto (all such materials, together with the Registration Statement, being referred to herein as the “Approved Offering Material”) will be effective and remain effective during not contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements therein in the term light of this Agreementthe circumstances under which they were made, not misleading. The Trust also warrants representations and warranties in this subsection shall not apply to statements in or omissions from any Approved Offering Material (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Administrator that as of Trust by the effective date Distributor, [ ] (the “Placement Agent”) or any other placement agent, dealer or financial intermediary (each, including the Placement Agent, a “Dealer”) expressly for use therein. For purposes of this Agreement, all the only information so furnished shall be any information regarding the specific suitability or eligibility requirements imposed by any Dealer on its customers in connection with any purchase of Shares (“Eligibility Standard”), if any, and any written information furnished to the Trust by the Distributor or any Dealer to be included in any Tender Offer Materials (defined below) (collectively, the “Dealer Information”). Neither the Trust nor the Distributor shall be required to: (i) determine or ensure that the customers of any Dealer satisfy and comply with such Dealer’s Eligibility Standard, if any, prior to purchasing any Shares, (ii) provide or furnish any information, materials, documents or statements regarding any Dealer’s Eligibility Standard, if any, to customers of such Dealer, (iii) ensure the accuracy of any such information, materials, documents or statements, (iv) include any such information, materials, documents or statements in any Approved Offering Material (or any amendment or supplement thereto), (v) obtain any necessary filings under approvals from FINRA or any other regulatory agency or authority with respect to any such information, materials, documents or statements or anything else relating to the securities laws Eligibility Standard, if any, (vi) provide any assistance to ensure the accuracy of any information, materials, documents or statements regarding whether a customer of a Dealer that is a shareholder of the states in which Trust satisfies the Eligibility Standard, or (vii) provide any assistance to a Dealer with respect to its Eligibility Standard, if any; provided, however, that the Trust offers in its discretion may choose to allow a Dealer to include a statement regarding that Dealer’s Eligibility Standard, if any, in any Approved Offering Material as Dealer Information. (f) The Trust agrees to instruct the Distributor to advise the Placement Agent as promptly as practicable of the occurrence of any event or sells other change which, in the reasonable opinion of counsel to the Trust, results in the Approved Offering Material containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading. The representations and warranties made in this Section 5(f) shall not apply to statements in or omissions from the Approved Offering Material made in reliance upon and in conformity with Dealer Information. (g) The Trust recognizes and confirms that the Placement Agent (i) will be using and relying primarily on the information in the Approved Offering Material in performing the services contemplated hereunder without having independently verified the same, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Approved Offering Material and (iii) will not make any appraisal of any assets of the Trust; except that the information referenced in clauses (i) and (ii) above shall not include any Dealer Information. (h) The Trust carries or is entitled to the benefits of insurance, with reputable insurers of recognized financial responsibility, in such amounts and covering such risks as are prudent and customary by companies of established repute engaged in the same or similar business and having a minimum coverage of at least $10 million, and all such insurance insuring the Trust or its shares have been made; f. No legal business, assets, employees, officers and trustees, including the Trust’s trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 of the Investment Company Act, are in full force and effect. The Trust is in compliance with the terms of such policy and fidelity bond in all material respects and there are no claims by the Trust under any such policy or administrative proceedings have been instituted fidelity bond as to which any insurance company is denying liability or threatened which defending under a reservation of rights clause. The Trust has no reason to believe that it will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to continue to conduct its business and at a cost that would impair not result in a material adverse effect on the Trust’s ability to perform conduct its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be business as described in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunderRegistration Statement. The Trust acknowledges has not been denied any insurance coverage which it has sought or for which it has applied. (i) The Trust and the Distributor recognize and intend that the Administrator may perform any Placement Agent is a third-party beneficiary of the services, and, subject to foregoing representations and warranties recited in this Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts5.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as a closed-end, registered investment company operating as an interval fund under Rule 23c-3 of the 1940 Act. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws Bylaws (collectively, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of Administrator hereunder without the prior written approval of Administrator, which approval shall not be unreasonably withheld or delayed; provided that in no event shall any modification or adoption of any investment company properly registered with policy, parameter or restriction of the SEC under Trust be deemed to affect materially the 1940 Act;obligations or responsibilities of Paralel hereunder. e. (e) The Registration Statement been filed (i) execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by the Trust also warrants does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers is a party or sells its shares have any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Administrator and Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it;Trust. h. As (f) If the personnel of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (Administrator serve as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating officers to the Trust, the officer position(s) filled by personnel of the Administrator, to the extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use commercially reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of the Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, in the case of (ii) or (iii) for a period of no less than six years). The Trust shall provide Administrator with proof of current coverage, including Personal Information may a copy of the Policy, and shall notify Administrator immediately should the Policy be accessed cancelled or terminated. (g) If personnel of the Administrator serve as officers to the Trust, the Trust’s officer position(s) filled by national security authorities, law enforcement personnel of the Administrator are named officer(s) in the Trust’s board resolutions and courtsare subject to the provisions of the Trust’s Organizational Documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Dealer Manager and each Participating Broker-Dealer with whom the Dealer Manager has entered into or will enter into a Participating Dealer Agreement in substantially the form attached as Exhibit A to this Agreement (or such other form as shall be approved in writing by the Trust) that, as of the date hereof and at all times during the Offering (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Trust only makes such representations and warranties as of such date or dates), with respect to the Offering, as applicable, that: a. It The Shares have not been registered under the Securities Act, the securities laws of any other State or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements of the Securities Act and any other applicable laws pursuant to the Private Placement Memorandum. The Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the Securities Act, and (ii) outside the United States in accordance with Regulation S under the Securities Act. As of the date hereof, no jurisdiction in which the Shares have been or will be offered or sold has issued any notification with respect to the suspension of the qualification of the Shares for sale in such jurisdiction and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Trust, threatened. The Trust is in compliance in all material respects with all federal and state securities laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to the Offering and the sale of the Shares. b. The Trust is a statutory trust, trust duly organized, validly existing and in good standing under the laws of its state the State of formation; b. It has Maryland, and is in good standing with the requisite State Department of Assessments and Taxation of Maryland, with full power and authority under applicable laws and by to conduct its Declaration of Trust and By-laws to enter into and perform this Agreement;business as described in the Private Placement Memorandum. c. All requisite proceedings The Private Placement Memorandum does not, and any amendments thereto will not, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Trust makes no warranty or representation with respect to any statement contained in the Private Placement Memorandum, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Trust by the Dealer Manager or any Participating Broker-Dealer expressly for use in the Private Placement Memorandum or any amendments or supplements thereto. d. The Trust intends to use the funds received from the sale of the Shares as set forth in the Private Placement Memorandum. e. Except as have been taken to authorize it to enter into and perform this Agreement; d. It obtained or waived, no material consent, approval, authorization or other order of any governmental authority is an investment company properly registered required in connection with the SEC under execution or delivery by the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term Trust of this Agreement. The Agreement or the issuance and sale by the Trust also warrants to the Administrator that as of the effective date of this AgreementShares, all except any (a) necessary filings qualification under the securities or blue sky laws of the states jurisdictions in which the Trust offers Shares are being offered by the Dealer Manager and the Participating Broker-Dealers and (b) necessary qualification or sells its shares have been made;notice under the conduct rules set forth in the Financial Industry Regulatory Authority, Inc. (“FINRA”) rulebook (the “FINRA Rules”). f. No legal Unless otherwise described in the Private Placement Memorandum, there are no actions, suits or proceedings pending or, to the knowledge of the Trust, threatened against the Trust, at law or in equity or before or by any federal or state commission, regulatory body or administrative proceedings agency or other governmental body, domestic or foreign, which will have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach adverse effect on the business or be in material conflict with any other agreement or obligation property of the Trust or any law or regulation applicable to it;(a “Material Adverse Effect”). h. As of the close of business on the date g. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Trust will not conflict with or constitute a default under (a) the Declaration of Trust or by-laws, (b) any indenture, mortgage, deed of trust, lease or other material agreement to which the Trust is authorized party, (c) any law, rule or regulation applicable to issue unlimited shares the Trust or (d) any writ, injunction or decree of beneficial interest; andany government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Trust, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws and except, in the cases of clauses (b), (c) and (d), for such conflicts or defaults, that individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. h. The Trust has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws. i. Where information At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Private Placement Memorandum and the Declaration of Trust, and upon payment therefor as provided by the Private Placement Memorandum and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Private Placement Memorandum. j. Except as otherwise disclosed in the Private Placement Memorandum, the Trust owns or possesses, has the right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business now operated by the Trust’s authorized participants includes , except where the failure to have such ownership or possession would not, singly or in the aggregate, have a Material Adverse Effect. k. The Trust has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Trust to the extent that such taxes or assessments have become due, except where the Trust is contesting such assessments in good faith. l. The Trust does not intend to conduct its business so as to be an “Personal Informationinvestment company” (as such that term is defined in Section 9 belowthe Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended. m. The Trust complies in all material respects with applicable privacy provisions of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”) and applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”), . n. Any and all printed sales literature or other materials that have been approved in advance in writing by the Trust represents and warrants that it has obtained all consents appropriate regulatory agencies for use in the Offering (“Authorized Sales Materials”) prepared by the Trust and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate any of its affiliates (excluding the collection, processing, Dealer Manager) specifically for use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information with potential investors in connection with the performance of Offering, when used in conjunction with the services hereunder. The Trust acknowledges that Private Placement Memorandum, did not at the Administrator may perform any of the servicestime provided for use, and, subject as to Section 9later provided materials, may use and disclose Personal Information outside will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Private Placement Memorandum, not misleading. If at any time any event occurs that is known to the Trust as a result of which such Authorized Sales Materials when used in conjunction with the Private Placement Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Trust will notify the Dealer Manager thereof. o. When applicable, the financial statements of the Trust included in the registration statement on Form 10 (the “Form 10”) and included or to be included in the Trust’s periodic reports filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the related notes, will present fairly, in all material respects, the financial position of the Trust, as of the date specified, in conformity with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”), except as described in the notes thereto. p. When applicable, the independent accounting firm that will have audited and certified any financial statements included in the Form 10 or to be included in the Trust’s Annual Report on Form 10-K or any amendments thereto, shall be, as of the applicable dates thereof, and shall have been during the periods covered by their report included therein, independent registered public accountants as required by the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board. q. When applicable, the Trust expects to implement and maintain controls and other procedures that will be designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Trust’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the Trust will make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust; and the Trust expects to implement and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and, to the Trust’s knowledge, neither the Trust, nor any employee or agent thereof, has made any payment of funds of the Trust or received or retained any funds and no funds of the Trust have been set aside to be used for any payment, in each case in material violation of any law, rule or regulation applicable to the Trust. r. This Agreement has been duly authorized, executed and delivered by the Trust and, assuming due authorization, execution and delivery by the Dealer Manager, is a legal, valid and binding agreement of the Trust enforceable against the Trust in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws s. The Trust is qualified to do business and is in good standing in every jurisdiction in which it was initially collected by the Trustconduct of its business, including as described in the United States and that information relating Private Placement Memorandum, requires such qualification, except where the failure to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsdo so would not have a Material Adverse Effect.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. It 4.1 The Trust is a statutory trust, trust duly organized, existing and in good standing under the laws of its the state of its formation;. b. It has the requisite power and authority 4.2 The Trust is empowered under applicable laws and by its Declaration of Trust and By-laws organizational documents to enter into and perform this Agreement;. c. 4.3 All requisite proceedings have been taken to authorize it the Trust to enter into into, perform and perform receive services on behalf of the Funds pursuant to this Agreement;. d. It 4.4 The Trust is an investment company properly multi-series Trust registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act;”), as an open-end management investment company. e. The Registration Statement been filed 4.5 A registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is currently effective and will be effective remain effective, and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary appropriate state securities law filings under the securities laws of the states in which the Trust offers or sells its shares have been made and will continue to be made;, with respect to all Shares of each Fund being offered for sale. f. No legal or administrative proceedings have been instituted or threatened which would impair 4.6 To the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreementextent applicable, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where where information provided by the Trust or the a Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTransfer Agent, and as required for the Administrator Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator Transfer Agent may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts.. The Transfer Agent shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in good faith and without negligence in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. Information Classification: Limited Access

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, business trust duly organized, organized and existing and in good standing under the laws of its state the State of formation;Ohio and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. (e) The Trust hereby represents and warrants to ALPS that (a) the execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is an investment company properly registered with a party or any judgment, order or decree to which the SEC under Trust is subject; (b) the 1940 Act; e. The Registration Statement execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS, the Trust and the Adviser, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The Trust further represents and warrants to ALPS that any Trust officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after any such officer ceases to serve as a Trust officer on substantially the same terms as such coverage is provided for the Trust officers after such person is no longer an officer of this Agreementthe Trust; or (c) continued in the event the Trust merges or terminates to the extent, and on substantially the same terms as, such coverage is provided for the Trust officers. The Trust also shall provide ALPS with proof of current coverage, including a copy of the Policy, and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The Trust further represents and warrants to ALPS that, to the Administrator that as of the effective date of this Agreementextent any Trust officer positions are filled by ALPS, all necessary filings under the securities laws of the states each such officer is named an officer in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure organizational documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Underwriter that, and acknowledges that the Underwriter is relying upon, such representations and warranties in purchasing the Underwritten Units: a. It (a) the Trust is a statutory an unincorporated, closed-end trust, duly organizedestablished, organized and validly existing and in good standing under the laws of Ontario and is properly registered under the laws of all jurisdictions in which its state business is carried on except where the failure to be so registered would not have a material adverse effect on the business or operations of formationthe Trust; b. It (b) the Trustees have been duly appointed as trustees of the Trust; (c) the Trust has the requisite power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein and the Trust has the requisite power, authority and capacity to own, lease and to operate its property and assets including licences or other similar rights and to carry on the business customarily carried on by it and has all the requisite corporate power and authority under applicable laws and by to carry on its Declaration of Trust and By-laws business as currently carried on or as currently proposed to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreementcarried on. The Trust also warrants is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated except where such non-compliance or failure to obtain such licence, registration or qualification would not have a material adverse effect on the Administrator that as business or operations of the effective date Trust and all such licences, registrations and qualifications are valid and subsisting and in good standing; (d) all necessary action has been taken by the Trust and the Trustees to authorize the execution and delivery by the Trust of this Agreement, all necessary filings under and to authorize the securities laws of the states in which performance by the Trust offers or sells of its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties obligations hereunder, and obligations under this Agreement; g. Its entrance into this Agreement will not cause has been duly executed and delivered and constitutes a material breach or be in material conflict with any other agreement or valid and legally binding obligation of the Trust or any law or regulation Trust, enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to itthe fact that specific performance is an equitable remedy available only in the discretion of a court); h. As (e) the Trust has all requisite power, capacity and authority to execute and deliver each of the close Preliminary Prospectus and the Final Prospectus and to file such documents with the Canadian Securities Regulators, and all necessary action has been taken by the Trust to authorize the execution and delivery of business on the date Preliminary Prospectus and the Final Prospectus and the filing of this Agreement, each of them with the Canadian Securities Regulators; (f) the Trust is authorized to issue an unlimited shares number of beneficial interest; Units to which, as at the date hereof, 3,992,500 Units are issued and outstanding as fully paid and non-assessable. No person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Trust of any unissued Units of the Trust except as otherwise referred to in the Final Prospectus; (g) the Stock Exchanges have conditionally approved the listing of the Underwritten Units and the Additional Units, subject to the filing of certain documentation with the Stock Exchanges and the payment of applicable listing fees; (h) the Underwritten Units and the Additional Units hereinbefore described have been, or prior to the Closing Time will be, duly authorized for issuance and, when a certificate for such Units is countersigned by the Canadian Transfer Agent and issued, delivered and paid for, such Units will be validly issued and fully paid and all statements made in the Prospectus describing such Units will be accurate in all material respects; i. Where information provided by (i) no agreement is currently in force or effect that in any manner affects the voting or control of any of the securities of the Trust or the Administrator and, at the Closing time, no such agreement will be in force or effect; (j) the Trust qualifies as a mutual fund trust under the Income Tax Act from inception and the Trust will conduct its affairs so as to continue to qualify the Trust as a mutual fund trust under the Income Tax Act, including (in the case of the Trust’s authorized participants includes “Personal Information” ) by limiting its activities to investing in property in which a mutual fund trust is permitted by the Income Tax Act to invest, and the Trust will not carry on any other business; (k) the Units are not, and at the Closing Time will not be, "foreign property" as such term is defined in Section 9 belowthe Income Tax Act; (l) at the Closing Time, the Units will not be precluded as investments under the statutes set forth in the Final Prospectus under the heading entitled "Eligibility for Investment", and will be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans within the meaning of the Income Tax Act; (m) the form and terms of the certificate for the Units will have been approved and adopted by the Trust and do not conflict with the Declaration of Trust; (n) except as disclosed in the Final Prospectus, to the best of the Trust's knowledge, there is no action, proceeding or investigation pending or threatened against the Trust before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which is reasonably expected to result in any material change in the business or in the condition (financial or otherwise) of the Trust or its properties or assets (taken as a whole), or which questions the validity of any action taken or to be taken by the Trust represents pursuant to or in connection with this Agreement or as contemplated by the Final Prospectus; (o) the Financial Information has been prepared in conformity with Canadian generally accepted accounting principles; (p) the Financial Information presents fairly in all material respects the financial position of the Trust as at the date of such statements; (q) the Trust is not in violation of, and warrants that it has obtained all consents the execution and approvalsdelivery of this Agreement and the performance by the Trust of its respective obligations under this Agreement will not result in any breach or, as required by all violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents of the Trust or any resolution of the Trustees or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the AdministratorTrust; (r) no approval, authorization, consent or other order of, and as no filing, registration or recording with, any governmental authority is required for of the Administrator to use and disclose such Personal Information Trust in connection with the execution and delivery or with the performance by the Trust of this Agreement except as disclosed in the Final Prospectus and compliance with the Applicable Securities Laws with regard to the distribution of the services hereunder. The Trust acknowledges that Underwritten Units and Additional Units in the Administrator may perform any Qualifying Jurisdictions; (s) to the knowledge of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including no securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use or effectiveness of the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment or preventing the distribution of the Underwritten Units and Additional Units in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Trust, no such proceedings are pending or contemplated; (t) the Trust is not, and upon consummation of the transactions contemplated hereby will not be, an "investment company" or an entity "controlled by an investment company" as such terms are defined in the United States Investment Company Act of 1940, as amended; (u) to the knowledge of the Trust, the Trust is not a "related issuer" or "connected issuer" (as such terms are defined under the Canadian Securities Laws) of the Underwriter; (v) as at their respective dates, the Preliminary Prospectus does, and that information the Final Prospectus will, comply in all material respects with the Canadian Securities Laws and, at the time of delivery of the Underwritten Units and Additional Units to the Underwriter, the Final Prospectus will comply in all material respects with the Canadian Securities Laws; (w) the Preliminary Prospectus contains, and the Final Prospectus will contain, full, true and plain disclosure of all material facts required to be stated therein relating to the Trust, including Personal Information may the operations of the Trust, and the Underwritten Units and Additional Units, and as of the date of its filing will contain no untrue statement of a material fact and will not omit to state a material fact regarding the Trust and its business and affairs that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Trust by the Underwriter expressly for use in the Preliminary Prospectus or the Final Prospectus; (x) there are no reports or information that in accordance with the requirements of the Canadian Securities Regulators or the SEC must be accessed made publicly available or filed in connection with the offering of the Underwritten Units and Additional Units that have not been made publicly available or filed as required; (y) the Trust is eligible in accordance with provisions of National Instrument 44-101 to file a short form prospectus with Canadian Securities Regulators; (z) the delivery by national security authoritiesthe Trust of any signed Prospectus Amendment or material change report required to be filed under the Applicable Securities Laws will constitute a representation and warranty by the Trust to the Underwriter that all the information and statements contained therein (except information and statements relating to the Underwriter) are true and correct and that no material information has been omitted therefrom which is necessary to make the statements contained therein not misleading; (aa) the Trust is in material compliance with each material license held by it and is not in violation of, law enforcement or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees (including, without limitation, "Environmental Laws" as defined below) of any governmental entities, regulatory agencies or bodies asserting or claiming jurisdiction over it or over any part of its operations or assets, except for such violations and courtsdefaults which, singly or in the aggregate, would not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Trust; (bb) to the best of the knowledge of the Trust, there are no foreign, federal, provincial, state or local laws or regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws") which affect or otherwise have any application to the Trust or its business, properties and assets (taken as a whole), or to which the Trust is otherwise subject. The Trust does not require any license or other approval under any Environmental Laws to conduct its business; (cc) the Trust is using the net proceeds of the Offering for the purposes described in the Final Prospectus; and (dd) the Advisory Services Agreement is terminated and full and unconditional releases have been provided by each entity which is a party thereto.

Representations and Warranties of the Trust. The Trust ------------------------------------------- represents and warrants to the Administrator Company: (a) as of the date of this Agreement and as of the date of each of the Second Bond Closing and the Share Purchase Closing that: a. It (i) The Trust has been duly organized and is validly existing as a statutory trust, duly organized, existing and in good standing trust under the laws of its state the State of formation; b. It New York. The Trust has the all requisite power and authority under applicable laws to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly authorized by its Declaration the Trust, and no other proceedings on the part of the Trust are necessary to authorize the execution and delivery of this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Trust and By-laws constitutes a valid and binding obligation of the Trust enforceable against the Trust in accordance with its terms. (b) as of the date of this Agreement and as of the date of the Second Bond Closing that: (i) The Trust has all requisite power and authority to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with consummate the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term transactions contemplated by Section 1.1 of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares Such transactions have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly and validly authorized by the Trust’s ability to perform its duties , and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any no other agreement or obligation proceedings on the part of the Trust are necessary to authorize such transactions. (ii) All necessary licenses, permits, consents, approvals, authorizations, qualifications and orders of domestic, foreign, supranational, national, federal, state, regional or local government and departments, bureaus, agencies, authorities, commissions, boards, courts, tribunals, or other legislative, executive, judicial, regulatory or administrative bodies or instrumentalities of any such government or any law or regulation applicable official empowered to it; h. As act on behalf of any of the close foregoing, or any arbitral tribunal acting within the proper scope of business on its jurisdiction (collectively, "Governmental Agencies"), if any, and other persons required to be received by the Trust in order to consummate the transactions contemplated by Section 1.1 of this Agreement have been received by the Trust, except for those which the failure to receive would not prevent or materially delay the consummation of the transactions contemplated hereby. (c) as of the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, Agreement and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. Share Purchase Closing that: (i) The Trust acknowledges that has all requisite power and authority to consummate the Administrator may perform any transactions contemplated by Section 1.2 of the services, and, subject to Section 9, may use this Agreement. Such transactions have been duly and disclose Personal Information outside of the jurisdiction in which it was initially collected validly authorized by the Trust, including and no other proceedings on the United States part of the Trust are necessary to authorize such transactions. (ii) The Trust has good and that information valid title to the Shares, free and clear of all Liens. At the Share Purchase Closing, good and valid title to the Shares will pass to the Company, free and clear of all Liens. The Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including, without limitation, any contract, agreement, arrangement, commitment or understanding relating to the voting, dividend rights or disposition of the Shares, except for certain rights set forth in the Second Amended and Restated Supplemental Agreement, dated as of April 5, 1996 between the Company and the Trust. (iii) All necessary licenses, permits, consents, approvals, authorizations, qualifications and orders Governmental Agencies, if any, and other persons required to be received by the Trust in order to consummate the transactions contemplated by Section 1.2 of this Agreement have been received by the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsexcept for those which the failure to receive would not prevent or materially delay the consummation of the transactions contemplated hereby.

Representations and Warranties of the Trust. The Trust represents hereby represents, warrants and warrants covenants to the Administrator thatIndenture Trustee, for the benefit of each of the Indenture Trustee, the Noteholders, the Servicer, the Insurer and to the Depositor that as of the Closing Date or as of such date specifically provided herein: a. It (a) The Trust is a statutory trust, duly organized, validly existing and in good standing as a Delaware Business Trust under the laws of its state the State of formation;Delaware. b. It (b) The Trust has the requisite full power and authority under applicable laws to conduct its business as presently conducted by it and by its Declaration of Trust to execute, deliver and By-laws perform, and to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of consummate, all transactions contemplated by this Agreement. The Trust also warrants to has duly authorized the Administrator that as of the effective date execution, delivery and performance of this Agreement, all necessary filings under has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the securities laws Depositor, the Servicer and the Indenture Trustee, constitutes a legal, valid and binding obligation of the states Trust, enforceable against it in which accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (c) The execution and delivery of this Agreement by the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair and the Trust’s ability to perform its duties performance of and obligations under this Agreement; g. Its entrance into compliance with the terms of this Agreement will not cause a material breach (a) violate the Certificate of Trust, Trust Agreement or be in material conflict with any other agreement or obligation constituent documents of the Trust or any law law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or regulation applicable the like affecting the Trust or by which the Trust is bound or (b) result in a breach of or constitute a default under any indenture or other material agreement to it;which the Trust is a party or by which the Trust is bound, which in the case of either clause (a) or (b) will have a material adverse effect on the Trust's ability to perform its obligations under this Agreement. h. As (d) There are no actions or proceedings against, investigations known to it of, the Trust before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the close transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Trust of business on its obligations under, or validity or enforceability of, this Agreement. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trust of, or compliance by the Trust with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date. It is understood and agreed that the representations and warranties set forth in this Section 2.08 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Noteholders, the Indenture Trustee and the Insurer notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Servicer or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Noteholders and the Insurer, the party discovering such breach shall give prompt written notice to the other parties hereto, the Originator and the Insurer and in no event later than two Business Days from the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsdiscovery.

Representations and Warranties of the Trust. on behalf of the Acquiring Fund. The Trust Trust, on behalf of the Acquiring Fund, represents and warrants the following to the Administrator thatAcquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date: a. It (a) The Trust is a statutory trust, business trust duly organized, organized and validly existing and in good standing under the laws of The Commonwealth of Massachusetts and has power to own all of its state of formation; b. It has the requisite power properties and authority assets and to carry out its obligations under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants is not required to qualify as a foreign entity in any jurisdiction where it is not so qualified and the Administrator that failure to so qualify would have a material adverse effect on the Acquiring Fund. The Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted. (b) The Trust is duly registered under the 1940 Act, as a management company of the effective date of this Agreementopen-end type, all necessary filings under and such registration has not been revoked or rescinded and is in full force and effect, and the securities laws Acquiring Fund is a separate series thereof duly designated in accordance with the applicable provisions of the states Declaration of Trust of the Trust and the 1940 Act. (c) The Acquiring Fund is not in violation in any material respect of any provisions of the Declaration of Trust or Bylaws or any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust offers Acquiring Fund is a party or sells by which the Acquiring Fund or its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair assets are bound, and the Trust’s ability to perform its duties execution, delivery and obligations under this Agreement; g. Its entrance into performance of this Agreement will not cause result in any such violation. (d) The Acquiring Fund Prospectus conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not and will not include any untrue statement of a material breach fact or omit to state any material fact relating to the Acquiring Fund required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) At the Closing Date, the Acquiring Fund will have good and marketable title to its assets. (f) Except as otherwise disclosed to the Acquired Fund, no material litigation, administrative or other proceedings or investigation is presently pending or, to the knowledge of the Acquiring Fund, threatened as to the Acquiring Fund or any of its properties or assets or any person whom the Acquiring Fund may be obligated to directly or indirectly indemnify in connection with such litigation, proceedings or investigation. Neither the Trust nor the Acquiring Fund knows of any facts which might form the basis for the institution of such proceedings and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. (g) The statement of assets and liabilities, statement of operations, statement of changes in net assets, and schedule of portfolio investments (indicating their market values) of the Acquiring Fund at, as of and for the fiscal year ended December 31, 2012, audited by PricewaterhouseCoopers LLP, independent registered public accounting firm to the Acquiring Fund, copies of which have been furnished to the Acquired Fund, fairly reflect the financial condition, results of operations, and changes in net assets of the Acquiring Fund as of such date and for the period then ended in accordance with generally accepted accounting principles consistently applied, and the Acquiring Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets referred to above or those incurred in the ordinary course of its business since December 31, 2012. (h) Since December 31, 2012, there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquiring Fund of indebtedness (other than in the ordinary course of business). For purposes of this subparagraph (g), changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business. (i) As of the Closing Date: (i) all federal and other tax returns and reports of the Acquiring Fund, including but not limited to information returns, required by law to have been filed by such date (giving effect to extensions) shall have been timely filed and true, correct and complete in all material conflict respects as of the time of their filing; (ii) all taxes (if any) of the Acquiring Fund which are due and payable on such returns or reports or on any assessments received by Acquiring Fund shall have been timely paid or the timely payment thereof shall have been provided for; (iii) the Acquiring Fund is not liable for taxes of any person other than itself and is not a party to any tax sharing or allocation agreement; (iv) all of the Acquiring Fund's tax liabilities will have been adequately provided for on its books; and (v) the Acquiring Fund has not had any tax deficiency or liability asserted against it or question with respect thereto raised, and it is not under audit by the Internal Revenue Service or by any other agreement state or obligation local tax authority for taxes in excess of those already paid. (j) For each taxable year of its operation (including for the current taxable year ending on December 31, 2013), the Acquiring Fund has met, and will continue to meet at all times through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a "regulated investment company," has elected to be treated as such, and has computed or will compute, as applicable, its U.S. federal income tax under Section 852 of the Code. (k) The Acquired Fund has not received written notification from any tax authority that asserts a position contrary to any of the representations in paragraphs (h) or (i) of this Section 4.2. (l) The authorized capital of the Trust or any law or regulation applicable to it; h. As consists of the close an unlimited number of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided , no par value, of such number of different series as the Board of Trustees of the Trust may authorize from time to time. The outstanding shares of beneficial interest in the Acquiring Fund as of the Closing Date will be divided into Class A shares, Class C shares, Class K shares, and Class Y shares, each having the characteristics described in the Acquiring Fund Prospectus. All issued and outstanding shares of the Acquiring Fund, including the Acquiring Fund Shares issued hereunder, are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (except as set forth in the Acquiring Fund Prospectus) by the Trust Acquiring Fund, and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Trust’s Acquiring Fund are outstanding. (m) The execution, delivery and performance of this Agreement have been duly authorized participants includes “Personal Information” (as such term is defined in Section 9 below), by the Board of Trustees of the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable lawsother necessary trust action on the part of the Trust and the Acquiring Fund, regulationsand constitute the valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, by-except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and ordinances that regulate other equitable principles. (n) There are no material contracts outstanding to which the collectionAcquiring Fund is a party, processing, use other than as disclosed in the Acquiring Fund Prospectus or disclosure in the Registration Statement. (o) The books and records of Personal Information, necessary to disclose such Personal Information the Acquiring Fund made available to the AdministratorAcquired Fund and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Acquiring Fund. (p) No consent, and as approval, authorization or order of any court or governmental authority is required for the Administrator to use and disclose such Personal Information in connection with consummation by the performance Acquiring Fund of the services hereunder. The Trust acknowledges that the Administrator may perform any of the servicestransactions contemplated by this Agreement, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information except such as may be accessed by national security authoritiesrequired under the 1933 Act, law enforcement and courtsthe 1934 Act, the 1940 Act, state securities or blue sky laws.

Representations and Warranties of the Trust. The Trust represents hereby represents, warrants and warrants covenants to the Administrator thatIndenture Trustee, for the benefit of each of the Indenture Trustee, the Noteholders, the Servicer, the Insurer and to the Depositor that as of the Closing Date or as of such date specifically provided herein: a. It (a) The Trust is a statutory trust, duly organized, validly existing and in good standing as a Delaware Business Trust under the laws of its state the State of formation;Delaware. b. It (b) The Trust has the requisite full power and authority under applicable laws to conduct its business as presently conducted by it and by its Declaration of Trust to execute, deliver and By-laws perform, and to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of consummate, all transactions contemplated by this Agreement. The Trust also warrants to has duly authorized the Administrator that as of the effective date execution, delivery and performance of this Agreement, all necessary filings under has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the securities laws Depositor, the Servicer and the Indenture Trustee, constitutes a legal, valid and binding obligation of the states Trust, enforceable against it in which accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (c) The execution and delivery of this Agreement by the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair and the Trust’s ability to perform its duties performance of and obligations under this Agreement; g. Its entrance into compliance with the terms of this Agreement will not cause a material breach (a) violate the Certificate of Trust, Trust Agreement or be in material conflict with any other agreement or obligation constituent documents of the Trust or any law law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or regulation applicable the like affecting the Trust or by which the Trust is bound or (b) result in a breach of or constitute a default under any indenture or other material agreement to it;which the Trust is a party or by which the Trust is bound, which in the case of either clause (a) or (b) will have a material adverse effect on the Trust's ability to perform its obligations under this Agreement. h. As (d) There are no actions or proceedings against, investigations known to it of, the Trust before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the close transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Trust of business on its obligations under, or validity or enforceability of, this Agreement. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trust of, or compliance by the Trust with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date. It is understood and agreed that the representations and warranties set forth in this Section 2.08 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Noteholders and the Insurer notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Servicer or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Noteholders and the Insurer, the party discovering such breach shall give prompt written notice to the other parties hereto, the Originator and the Insurer and in no event later than two Business Days from the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsdiscovery.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, valid existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company under the 0000 Xxx. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed except that no approval shall be required for the Trust to make any modifications to its registration statement required in order to reasonably comply with the SEC 1933 Act, 1940 Act or any other applicable laws, rules, or regulations. (i) The execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the 1940 Act; e. The Registration Statement Trust is a party or any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The Trust further represents and warrants to ALPS that any and all Trust officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as Trust officers on substantially the same terms as such coverage is provided for the Trust officers after such persons are no longer officers of this Agreementthe Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws Policy be cancelled or terminated. (g) Each of the states Trust officer positions filled by ALPS is a named officer in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure organizational documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, business trust duly organized, organized and existing and in good standing under the laws of its state the Commonwealth of formation;Massachusetts and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without prior written notice to ALPS and providing ALPS with the SEC opportunity to terminate this Agreement. (e) That (a) the execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is a party or any judgment, order or decree to which Trust is subject; (b) the 1940 Act;execution, delivery and performance of this Agreement by Trust has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and Trust, this Agreement will be a valid and binding obligation of Trust. e. (f) That, if applicable, any officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers ceases to serve as the Trust on substantially the same terms as such coverage is provided for the Trust offices after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Registration Statement been filed Trust shall provide ALPS with proof of current coverage, including a copy of the Policy, and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) If applicable, any officer positions filled by ALPS will be a named officer in the Trust’s corporate resolutions and will be effective and remain effective during the term of this Agreement. The Trust also warrants subject to the Administrator that as provisions of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform Organizational Documents regarding indemnification of its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsofficers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by the Trust also warrants (i) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; andFund. i. Where information provided (f) The officer positions filled by the Trust or ALPS shall be covered by the Trust’s authorized participants includes Directors & Officers/Errors & Omissions Policy (the “Personal Information” Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officer(s) cease to serve as officer(s) of the Trust on substantially the same terms as such term coverage is defined in Section 9 below), provided for other person(s) serving as officers of the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose after such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance persons are no longer officers of the services hereunderTrust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for other Trust officers (in any event, for a period of no less than six years). The Trust acknowledges that the Administrator may perform any shall provide ALPS with proof of current coverage, including a copy of the services, and, Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS’s personnel who serve as officers of the Trust are named officers in the Trust’s corporate resolutions and subject to Section 9, may use and disclose Personal Information outside the provisions of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts’s organizational documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws (together, the “Organizational Documents”) to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Directors or Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval of ALPS, which approval shall not be unreasonably withheld or delayed. (e) The (i) execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is an investment company properly registered with a party or any judgment, order or decree to which Trust is subject; (ii) the SEC under execution, delivery and performance of this Agreement by Trust has been duly authorized and approved by all necessary action; and (iii) upon the 1940 Act; e. The Registration Statement been filed execution and delivery of this Agreement by ALPS and Trust, this Agreement will be effective a valid and remain effective during binding obligation of Trust and the term Funds. (f) The officer position(s) filled by ALPS, to the extent applicable, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of this Agreementthe Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is continued for the other Trust officers (but, in any event, for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) The Trust’s officer position(s) filled by ALPS are named officer(s) in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and are subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Company: (a) as of the date of this Agreement and as of the date of each of the Second Bond Closing and the Share Purchase Closing that: a. It (i) The Trust has been duly organized and is validly existing as a statutory trust, duly organized, existing and in good standing trust under the laws of its state the State of formation; b. It New York. The Trust has the all requisite power and authority under applicable laws to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly authorized by its Declaration the Trust, and no other proceedings on the part of the Trust are necessary to authorize the execution and delivery of this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Trust and By-laws constitutes a valid and binding obligation of the Trust enforceable against the Trust in accordance with its terms. (b) as of the date of this Agreement and as of the date of the Second Bond Closing that: (i) The Trust has all requisite power and authority to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with consummate the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term transactions contemplated by Section 1.1 of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares Such transactions have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly and validly authorized by the Trust’s ability to perform its duties , and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any no other agreement or obligation proceedings on the part of the Trust are necessary to authorize such transactions. (ii) All necessary licenses, permits, consents, approvals, authorizations, qualifications and orders of domestic, foreign, supranational, national, federal, state, regional or local government and departments, bureaus, agencies, authorities, commissions, boards, courts, tribunals, or other legislative, executive, judicial, regulatory or administrative bodies or instrumentalities of any such government or any law or regulation applicable official empowered to it; h. As act on behalf of any of the close foregoing, or any arbitral tribunal acting within the proper scope of business on its jurisdiction (collectively, "Governmental Agencies"), if any, and other persons required to be received by the Trust in order to consummate the transactions contemplated by Section 1.1 of this Agreement have been received by the Trust, except for those which the failure to receive would not prevent or materially delay the consummation of the transactions contemplated hereby. (c) as of the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, Agreement and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. Share Purchase Closing that: (i) The Trust acknowledges that has all requisite power and authority to consummate the Administrator may perform any transactions contemplated by Section 1.2 of the services, and, subject to Section 9, may use this Agreement. Such transactions have been duly and disclose Personal Information outside of the jurisdiction in which it was initially collected validly authorized by the Trust, including and no other proceedings on the United States part of the Trust are necessary to authorize such transactions. (ii) The Trust has good and that information valid title to the Shares, free and clear of all Liens. At the Share Purchase Closing, good and valid title to the Shares will pass to the Company, free and clear of all Liens. The Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including, without limitation, any contract, agreement, arrangement, commitment or understanding relating to the voting, dividend rights or disposition of the Shares, except for certain rights set forth in the Second Amended and Restated Supplemental Agreement, dated as of April 5, 1996 between the Company and the Trust. (iii) All necessary licenses, permits, consents, approvals, authorizations, qualifications and orders Governmental Agencies, if any, and other persons required to be received by the Trust in order to consummate the transactions contemplated by Section 1.2 of this Agreement have been received by the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsexcept for those which the failure to receive would not prevent or materially delay the consummation of the transactions contemplated hereby.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by Trust also warrants (i) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close of business on Fund. (f) The officer positions filled by ALPS shall be covered by the date of this AgreementTrust's Directors & Officers/Errors & Omissions Policy (the "Policy"), and the Trust is authorized shall use reasonable efforts to issue unlimited shares ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as officer(s) of beneficial interest; and i. Where information provided by the Trust or on substantially the same terms as such coverage is provided for the Trust’s authorized participants includes “Personal Information” 's officers after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such term coverage is defined in Section 9 below), provided for the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure officers (but for a period of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunderno less than six years). The Trust acknowledges that the Administrator may perform any shall provide ALPS with proof of current coverage, including a copy of the services, and, Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS's personnel who serve as officers of the Trust are named officers in the Trust's corporate resolutions and subject to Section 9, may use and disclose Personal Information outside the provisions of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts's organizational documents regarding indemnification of its officers.

Representations and Warranties of the Trust. The Each Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Dealer Manager and each Participating Broker-Dealer with whom the Dealer Manager has entered into or will enter into a Participating Dealer Agreement in substantially the form attached as Exhibit A to this Agreement (or such other form as shall be approved in writing by the Trust) that, as of the date hereof and at all times during the Offering (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Trust only makes such representations and warranties as of such date or dates), with respect to the Offering, as applicable, that: a. It The Shares have not been registered under the Securities Act, the securities laws of any other State or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements of the Securities Act and any other applicable laws pursuant to the Private Placement Memorandum. The Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the Securities Act, and (ii) outside the United States in accordance with Regulation S under the Securities Act. As of the date hereof, no jurisdiction in which the Shares have been or will be offered or sold has issued any notification with respect to the suspension of the qualification of the Shares for sale in such jurisdiction and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Trust, threatened. The Trust is in compliance in all material respects with all federal and state securities laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to the Offering and the sale of the Shares. b. The Trust is a statutory trust, trust duly organized, validly existing and in good standing under the laws of its state the State of formation; b. It has Maryland, and is in good standing with the requisite State Department of Assessments and Taxation of Maryland, with full power and authority under applicable laws and by to conduct its Declaration of Trust and By-laws to enter into and perform this Agreement;business as described in the Private Placement Memorandum. c. All requisite proceedings The Private Placement Memorandum does not, and any amendments thereto will not, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Trust makes no warranty or representation with respect to any statement contained in the Private Placement Memorandum, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Trust by the Dealer Manager or any Participating Broker-Dealer expressly for use in the Private Placement Memorandum or any amendments or supplements thereto. d. The Trust intends to use the funds received from the sale of the Shares as set forth in the Private Placement Memorandum. e. Except as have been taken to authorize it to enter into and perform this Agreement; d. It obtained or waived, no material consent, approval, authorization or other order of any governmental authority is an investment company properly registered required in connection with the SEC under execution or delivery by the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term Trust of this Agreement. The Agreement or the issuance and sale by the Trust also warrants to the Administrator that as of the effective date of this AgreementShares, all except any (a) necessary filings qualification under the securities or blue sky laws of the states jurisdictions in which the Trust offers Shares are being offered by the Dealer Manager and the Participating Broker-Dealers and (b) necessary qualification or sells its shares have been made;notice under the conduct rules set forth in the Financial Industry Regulatory Authority, Inc. (“FINRA”) rulebook (the “FINRA Rules”). f. No legal Unless otherwise described in the Private Placement Memorandum, there are no actions, suits or proceedings pending or, to the knowledge of the Trust, threatened against the Trust, at law or in equity or before or by any federal or state commission, regulatory body or administrative proceedings agency or other governmental body, domestic or foreign, which will have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach adverse effect on the business or be in material conflict with any other agreement or obligation property of the Trust or any law or regulation applicable to it;(a “Material Adverse Effect”). h. As of the close of business on the date g. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Trust will not conflict with or constitute a default under (a) the Declaration of Trust or by-laws, (b) any indenture, mortgage, deed of trust, lease or other material agreement to which the Trust is authorized party, (c) any law, rule or regulation applicable to issue unlimited shares the Trust or (d) any writ, injunction or decree of beneficial interest; andany government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Trust, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws and except, in the cases of clauses (b), (c) and (d), for such conflicts or defaults, that individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. h. The Trust has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws. i. Where information At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Private Placement Memorandum and the Declaration of Trust, and upon payment therefor as provided by the Private Placement Memorandum and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Private Placement Memorandum. j. Except as otherwise disclosed in the Private Placement Memorandum, the Trust owns or possesses, has the right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business now operated by the Trust’s authorized participants includes , except where the failure to have such ownership or possession would not, singly or in the aggregate, have a Material Adverse Effect. k. The Trust has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Trust to the extent that such taxes or assessments have become due, except where the Trust is contesting such assessments in good faith. l. The Trust does not intend to conduct its business so as to be an “Personal Informationinvestment company” (as such that term is defined in Section 9 belowthe Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended. m. The Trust complies in all material respects with applicable privacy provisions of the Gxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”) and applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”), . n. Any and all printed sales literature or other materials that have been approved in advance in writing by the Trust represents and warrants that it has obtained all consents appropriate regulatory agencies for use in the Offering (“Authorized Sales Materials”) prepared by the Trust and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate any of its affiliates (excluding the collection, processing, Dealer Manager) specifically for use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information with potential investors in connection with the performance of Offering, when used in conjunction with the services hereunder. The Trust acknowledges that Private Placement Memorandum, did not at the Administrator may perform any of the servicestime provided for use, and, subject as to Section 9later provided materials, may use and disclose Personal Information outside will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Private Placement Memorandum, not misleading. If at any time any event occurs that is known to the Trust as a result of which such Authorized Sales Materials when used in conjunction with the Private Placement Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Trust will notify the Dealer Manager thereof. o. When applicable, the financial statements of the Trust included in the registration statement on Form 10 (the “Form 10”) and included or to be included in the Trust’s periodic reports filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the related notes, will present fairly, in all material respects, the financial position of the Trust, as of the date specified, in conformity with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”), except as described in the notes thereto. p. When applicable, the independent accounting firm that will have audited and certified any financial statements included in the Form 10 or to be included in the Trust’s Annual Report on Form 10-K or any amendments thereto, shall be, as of the applicable dates thereof, and shall have been during the periods covered by their report included therein, independent registered public accountants as required by the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board. q. When applicable, the Trust expects to implement and maintain controls and other procedures that will be designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Trust’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the Trust will make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust; and the Trust expects to implement and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and, to the Trust’s knowledge, neither the Trust, nor any employee or agent thereof, has made any payment of funds of the Trust or received or retained any funds and no funds of the Trust have been set aside to be used for any payment, in each case in material violation of any law, rule or regulation applicable to the Trust. r. This Agreement has been duly authorized, executed and delivered by the Trust and, assuming due authorization, execution and delivery by the Dealer Manager, is a legal, valid and binding agreement of the Trust enforceable against the Trust in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws s. The Trust is qualified to do business and is in good standing in every jurisdiction in which it was initially collected by the Trustconduct of its business, including as described in the United States and that information relating Private Placement Memorandum, requires such qualification, except where the failure to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsdo so would not have a Material Adverse Effect.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Company as of the date of this Agreement and as of the date of the Closing that: a. It (a) The Trust has been duly organized and is validly existing as a statutory trust, duly organized, existing and in good standing trust under the laws of its state the State of formation; b. It New York. The Trust has the all requisite power and authority under applicable laws to execute and by its Declaration deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings Agreement have been taken duly and validly authorized by the Trust, and no other proceedings on the part of the Trust are necessary to authorize it to enter into the execution and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term delivery of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement. (b) This Agreement has been duly authorized, all necessary filings under the securities laws of the states in which executed and delivered by the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause constitutes a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable enforceable against the Trust in accordance with its terms. (c) The Trust has all requisite power and authority to it; h. As of consummate the close of business on the date of transactions contemplated by this Agreement, the Trust is . Such transactions have been duly and validly authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including and no other proceedings on the United States part of the Trust are necessary to authorize such transactions. (d) Except for certain rights set forth in the Second Amended and that information Restated Supplemental Agreement, dated as of April 5, 1996 between the Company and the Trust, (i) the Trust has good and valid title to the Shares, free and clear of all Liens (ii) at the Closing, good and valid title to the Shares will pass to the Company, free and clear of all Liens and (iii) the Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including, without limitation, any contract, agreement, arrangement, commitment or understanding relating to the voting, dividend rights or disposition of the Shares. (e) All necessary licenses, permits, consents, approvals, authorizations, qualifications and orders of domestic, foreign, supranational, national, federal, state, regional or local government and departments, bureaus, agencies, authorities, commissions, boards, courts, tribunals, or other legislative, executive, judicial, regulatory or administrative bodies or instrumentalities of any such government or any official empowered to act on behalf of any of the foregoing, or any arbitral tribunal acting within the proper scope of its jurisdiction (collectively, "Governmental Agencies"), if any, and other persons required to be received by the Trust in order to consummate the transactions contemplated by this Agreement have been received by the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsexcept for those which the failure to receive would not prevent or materially delay the consummation of the transactions contemplated hereby.

Representations and Warranties of the Trust. (a) It is understood and agreed that the representations and warranties set forth in this Section 2.08 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Noteholders and the Insurer notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Servicer or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Noteholders and the Insurer, the party discovering such breach shall give prompt written notice to the other parties hereto, the Sponsor, the Contributor and the Insurer and in no event later than two Business Days from the date of such discovery. (b) The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, validly existing and in good standing as a Delaware Business Trust under the laws of its state the State of formation;Delaware. b. It (c) The Trust has the requisite full power and authority under applicable laws to conduct its business as presently conducted by it and by its Declaration of Trust to execute, deliver and By-laws perform, and to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of consummate, all transactions contemplated by this Agreement. The Trust also warrants to has duly authorized the Administrator that as of the effective date execution, delivery and performance of this Agreement, all necessary filings under has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the securities laws Depositor, the Servicer and the Indenture Trustee, constitutes a legal, valid and binding obligation of the states Trust, enforceable against it in which accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (d) The execution and delivery of this Agreement by the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair and the Trust’s ability to perform its duties performance of and obligations under this Agreement; g. Its entrance into compliance with the terms of this Agreement will not cause a material breach (a) violate the Certificate of Trust, Trust Agreement or be in material conflict with any other agreement or obligation constituent documents of the Trust or any law law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or regulation applicable the like affecting the Trust or by which the Trust is bound or (b) result in a breach of or constitute a default under any indenture or other material agreement to it; h. As which the Trust is a party or by which the Trust is bound, which in the case of the close of business either clause (a) or (b) will have a material adverse effect on the date of Trust's ability to perform its obligations under this Agreement. (e) There are no actions or proceedings against, investigations known to it of, the Trust before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the Trust is authorized to issue unlimited shares consummation of beneficial interest; and i. Where information provided the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Trust of its obligations under, or the Trust’s authorized participants includes “Personal Information” validity or enforceability of, this Agreement. (as such term f) No consent, approval, authorization or order of any court or governmental agency or body is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use execution, delivery and disclose such Personal Information in connection with performance by the performance Trust of, or compliance by the Trust with, this Agreement or the consummation of the services hereunder. The Trust acknowledges transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating have been obtained prior to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsClosing Date.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Underwriter that, and acknowledges that the Underwriter is relying upon, such representations and warranties in purchasing the Underwritten Units: a. It (a) the Trust is a statutory an unincorporated, closed-end trust, duly organizedestablished, organized and validly existing and in good standing under the laws of Ontario and is properly registered under the laws of all jurisdictions in which its state business is carried on except where the failure to be so registered would not have a material adverse effect on the business or operations of formationthe Trust; b. It (b) the Trustees have been duly appointed as trustees of the Trust (c) the Trust is (i) a reporting issuer not in default in any material respect of any requirement under Canadian Securities Laws, and (ii) not in default in any material respect of any requirement under U.S. Securities Laws; (d) the Trust has the requisite power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein and the Trust has the requisite power, authority and capacity to own, lease and to operate its property and assets including licences or other similar rights and to carry on the business customarily carried on by it and has all the requisite corporate power and authority under applicable laws and by to carry on its Declaration of Trust and By-laws business as currently carried on or as currently proposed to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreementcarried on. The Trust also warrants to the Administrator that as is conducting its business in compliance with all applicable laws, rules and regulations of the effective date of this Agreement, all necessary filings under the securities laws of the states each jurisdiction in which the Trust offers its business is carried on and is duly licensed, registered or sells qualified in all jurisdictions in which it owns, leases or operates its shares property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated except where such non-compliance or failure to obtain such licence, registration or qualification would not have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach adverse effect on the business or be in material conflict with any other agreement or obligation operations of the Trust or any law or regulation applicable to itand all such licences, registrations and qualifications are valid and subsisting and in good standing; h. As of the close of business on the date of this Agreement, (e) the Trust is authorized to issue an unlimited shares number of beneficial interest; Units to which, as at the date hereof, 4,279,500 Units are issued and outstanding as fully paid and non-assessable. No person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Trust of any unissued Units of the Trust except as otherwise referred to in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements; (f) the Underwritten Units and the Additional Units hereinbefore described have been, or prior to the Closing Time will be, duly authorized for issuance and, when a certificate for such Units is countersigned by the Canadian Transfer Agent and issued, delivered and paid for, such Units will be validly issued and fully paid and all statements made in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements describing such Units will be accurate in all material respects; i. Where information provided by (g) no agreement is currently in force or effect that in any manner affects the voting or control of any of the securities of the Trust or the Administrator and, at the Closing time, no such agreement will be in force or effect; (h) the Trust is, and has qualified from inception as, a “mutual fund trust” for purposes of the Income Tax Act (Canada) (the “Tax Act”) and the Trust will conduct its affairs so as to continue to qualify as a mutual fund trust under the Tax Act, including, by limiting its activities to investing in property in which a mutual fund trust is permitted by the Tax Act to invest, and the Trust will not carry on any business; (i) the Trust is not, and never has been, a “SIFT trust” for purposes of the Tax Act and the Trust will not acquire any “non-portfolio property” as defined in the Tax Act or conduct its affairs so that it would be a SIFT trust; (j) the Trust does not own and does not intend to acquire any “taxable Canadian property” as defined in the Tax Act; (k) the form and terms of the certificate for the Units will have been approved and adopted by the Trust and do not conflict with the Declaration of Trust; (l) except as disclosed in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements, to the best of the Trust’s authorized participants includes “Personal Information” knowledge, there is no action, proceeding or investigation pending or threatened against the Trust before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which is reasonably expected to result in any material change in the affairs or in the condition (financial or otherwise) of the Trust or its properties or assets (taken as such term is defined in Section 9 belowa whole), or which questions the validity of any action taken or to be taken by the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use pursuant to or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with this Agreement or as contemplated by the performance Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements; (m) since September 30, 2008, there have been no changes in the assets or liabilities of the services hereunder. The Trust acknowledges from the position thereof as set forth therein, except changes arising from transactions in the ordinary course of its affairs which, in the aggregate, have not been material to the Trust and except for changes that are disclosed in the Administrator may perform any Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements; (n) the financial statements of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the notes thereto, incorporated in Disclosure Package, the Prospectus Supplements and the Registration Statement have been prepared in conformity with Canadian generally accepted accounting principles and in a manner that is consistent with U.S. generally accepted accounting principles and in accordance with the 1933 Act and the Rules, including the requirements of Form F-10, in each case applied on a consistent basis throughout the periods involved; (o) the financial statements of the Trust as incorporated by reference in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements present fairly in all material respects the financial position of the Trust as at the dates of such statements; (p) the Trust is not in material violation of, and the execution and delivery of this Agreement and the performance by the Trust of its obligations under this Agreement will not result in any material breach or, violation of, or be in material conflict with, or constitute a material default under, or create a state of facts which after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents of the Trust or any resolution of the Trustees or Unitholders of the Trust or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable to the Trust; (q) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required of the Trust in connection with the execution and delivery or with the performance by the Trust of this Agreement except as disclosed in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements and compliance with the Applicable Securities Laws with regard to the distribution of the Underwritten Units and Additional Units in the Qualifying Canadian Jurisdictions and the United States; (r) this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a valid and binding obligation of the Trust, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law and enforceability of paragraph 11 would be determined only in the discretion of a court; (s) to the knowledge of the Trust, no securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use or effectiveness of the Shelf Prospectuses, the Disclosure Package, the Prospectus Supplements, the Registration Statement or any Prospectus Amendment or preventing the distribution of the Underwritten Units and Additional Units in any Qualifying Canadian Jurisdiction or the United States nor instituted proceedings for that purpose and, to the knowledge of the Trust, no such proceedings are pending or contemplated; (t) the Trust is eligible in accordance with the provisions of National Instrument 44-101 to file a short form prospectus under National Instrument 44-102 with Canadian Securities Regulators; (u) the Trust is not, and that information upon consummation of the transactions contemplated hereby will not be, an “investment company” or an entity “controlled by an investment company” as such terms are defined in the United States Investment Company Act of 1940, as amended; (v) CIBC Mellon Trust Company, at its principal office in the Cities of Calgary, Montreal, Toronto and Vancouver has been duly appointed as registrar and transfer agent for the Units in Canada, and Mellon Investor Services LLC, at its principal office in New York, has been duly appointed as registrar and transfer agent for the Units in the United States; (w) to the knowledge of the Trust, the Trust is not a “related issuer” or “connected issuer” (as such terms are defined under the Canadian Securities Laws) of the Underwriter; (x) the Trust has prepared and filed with the SEC an appointment of agent for service of process upon the Trust on Form F-X; (y) the Trust meets the general eligibility requirements for use of Form F-10 under the 1933 Act; (z) as at their respective dates, the Canadian Shelf Prospectus does, and the Canadian Prospectus Supplement will, comply in all material respects with the Canadian Securities Laws and, at the time of delivery of the Underwritten Units and Additional Units to the Underwriter, the Canadian Prospectus Supplement will comply in all material respects with the Canadian Securities Laws; (aa) (i) the U.S. Shelf Prospectus conforms and the U.S. Prospectus Supplement will conform to the Canadian Shelf Prospectus and Canadian Prospectus Supplement, respectively, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC under the 1933 Act (the “Rules”); (ii) the Registration Statement as amended or supplemented, on the Effective Date and on the date hereof did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the U.S. Shelf Prospectus, the Trust’s Form F-X and the Registration Statement comply, and the U.S. Prospectus Supplement will comply, in all material respects with the 1933 Act and the Rules; (iv) the Disclosure Package does not, and at the Applicable Time or the time of each sale of the Units in connection with the offering when the U.S. Prospectus Supplement is not yet available to prospective purchasers and at the Closing Date will not, and the U.S. Shelf Prospectus as supplemented by the U.S. Prospectus Supplement as of its date and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Canadian Shelf Prospectus contains, and the Canadian Prospectus Supplement will contain, full, true and plain disclosure of all material facts required to be stated therein relating to the Trust, including Personal Information may the affairs of the Trust, and the Underwritten Units and Additional Units, and as of the date of its filing will contain no untrue statement of a material fact and will not omit to state a material fact regarding the Trust and its affairs that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Trust by the Underwriter expressly for use in the Shelf Prospectuses, the Disclosure Package, the Prospectus Supplements or the Registration Statement; (bb) there are no reports or information that in accordance with the requirements of the Canadian Securities Regulators or the SEC must be accessed made publicly available or filed in connection with the offering of the Underwritten Units and Additional Units that have not been made publicly available or filed as required; (cc) the delivery by national security authoritiesthe Trust of any signed Prospectus Amendment or material change report required to be filed under the Applicable Securities Laws will constitute a representation and warranty by the Trust to the Underwriter that all the information and statements contained therein (except information and statements relating to the Underwriter) are true and correct and that no material information has been omitted therefrom which is necessary to make the statements contained therein not misleading; (dd) the Trust is in material compliance with each material license held by it and is not in violation of, law enforcement or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees (including, without limitation, “Environmental Laws” as defined below) of any governmental entities, regulatory agencies or bodies asserting or claiming jurisdiction over it or over any part of its affairs or assets, except for such violations and courtsdefaults which, singly or in the aggregate, would not have a material adverse effect on the assets or properties, affairs, prospects or condition (financial or otherwise) of the Trust; (ee) to the best of the knowledge of the Trust, there are no foreign, federal, provincial, state or local laws or regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) which affect or otherwise have any application to the Trust or its affairs, properties and assets (taken as a whole), or to which the Trust is otherwise subject. The Trust does not require any license or other approval under any Environmental Laws to conduct its operations; (ff) there has not been any reportable event (within National Instrument 51-102) with the auditors of the Trust; (gg) the Trust shall use its best efforts to arrange for the listing and posting for trading of the Underwritten Units and Additional Units on the Stock Exchanges on or before the Time of Closing; and (hh) the Trust is using the net proceeds of the offering of the Underwritten Units for the purposes described in the Shelf Prospectuses and the Disclosure Package.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, organized and existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end registered investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered with (d) Notwithstanding anything in this Agreement to the SEC under contrary, the 1940 Act;Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. e. (e) The Registration Statement been filed execution, delivery and will be effective and remain effective during the term performance of this Agreement. The Agreement by Trust also warrants (i) does not breach, violate or cause a default under any agreement, contract or instrument to the Administrator that as of the effective date of this Agreementwhich Trust is a party or any judgment, all necessary filings under the securities laws of the states in order or decree to which the Trust offers or sells its shares have is subject; (b) has been made; f. No legal or administrative proceedings have been instituted or threatened which would impair duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS, Beacon Hill and the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into , this Agreement will not cause be a material breach or be in material conflict with any other agreement or valid and binding obligation of the Trust or any law or regulation applicable to it; h. As on behalf of the close Fund. (f) The officer positions filled by ALPS, if any, shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as officer(s) of business the Trust on substantially the date same terms as such coverage is provided for the Trust’s officers after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust shall provide ALPS with proof of current coverage, including a copy of the Policy and shall notify ALPS immediately should the Policy be cancelled or terminated. (g) The ALPS’s personnel who serve as officers of the Trust, if any, are named officers in the Trust’s corporate resolutions and subject to the provisions of the Trust’s organizational documents regarding indemnification of its officers. (h) That it has delegated its obligation for payment of fees under this AgreementAgreement to Beacon Hill under a separate agreement; however, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants agrees that it has obtained all consents remains responsible for payment of fees should the payment agency arrangement with Beacon Hill terminate and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate it shall promptly notify ALPS in the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges event that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtspayment agency arrangement is terminated.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Bank that: a. 4.01 It is a statutory trust, business trust duly organized, organized and existing and in good standing under the laws of its state of formation;Delaware. b. 4.02 It has the requisite power and authority is empowered under applicable laws and by its Agreement and Declaration of Trust and By-laws Laws to enter into and perform this Agreement;. c. 4.03 All requisite corporate proceedings required by said Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement;. d. 4.04 It is an a closed-end, diversified investment company properly registered with the SEC under the 1940 Act;Investment Company Act of 1940, as amended. e. The Registration Statement been filed and will be 4.05 To the extent required by federal securities laws a registration statement under the Securities Act of 1933, as amended is currently effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary appropriate state securities law filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability made with respect to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation all Shares of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interestbeing offered for sale; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, contrary will result in immediate notification to the Bank. 4.06 It shall make all required filings under federal and as required for the Administrator to use state securities laws. Article 5 Data Access and disclose such Personal Information in connection with the performance of the services hereunder. Proprietary Information 5.01 The Trust acknowledges that the Administrator may perform data bases, computer programs, screen formats, report formats, interactive design techniques, and other information furnished to the Trust by the Bank are provided solely in connection with the services rendered under this Agreement and constitute copyrighted trade secrets or proprietary information of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information." The Trust agrees that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as expressly permitted hereunder. The Trust agrees for itself and its employees and agents: (a) to use such programs and databases (i) solely on the Trust computers, or (ii) solely from equipment at the locations agreed to between the Trust and the Bank and (iii) in accordance with the Bank's applicable user documentation; (b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the servicesTrusts' computers) any part of any Proprietary Information; (c) to refrain from obtaining unauthorized access to any programs, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected data or other information not owned by the Trust, including and if such access is accidentally obtained, to respect and safeguard the United States and that same Proprietary Information; (d) to refrain from causing or allowing information relating transmitted from the Bank's computer to the TrustTrusts' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Bank, including Personal (such permission not to be unreasonably withheld); (e) that the Trust shall have access only to those authorized transactions as agreed to between the Trust and the Bank; and (f) to honor reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information may at common law and under applicable statues. 5.02 If the transactions available to the Trust include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Bank shall be accessed entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by national security authorities, law enforcement and courtsthe Bank from time to time.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The A Registration Statement under the 1940 Act and the 1933 Act has been filed and by the Trust. Such registration statement under the 1940 Act will remain in effect during the term of this Agreement. Such registration statement under the 1933 Act will become effective prior to the initial public offering of the Trust’s shares. Following the date of effectiveness of the initial registration statement of the Trust under the 1933 Act, a registration statement under the 1933 Act will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been mademade or shall be made before the Fund offers or sells its shares; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it;; and h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of in accordance with applicable law and in the jurisdiction in which it was initially collected manner permitted by the Trustthis Agreement, including the United States Sections 9, 10, and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts20.

Representations and Warranties of the Trust. The To induce the Company to enter this Agreement and to make the ESOP Loan, the Trust represents and warrants to the Administrator thatCompany as follows: a. It is a statutory trust(a) the execution, duly organized, existing delivery and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date performance of this Agreement, the ESOP Note and the Stock Pledge Agreement are within the Trustee’s powers and have been duly authorized by all necessary action by, or on behalf of, the Trust; (b) the ESOP Loan satisfies all applicable requirements of the Internal Revenue Service (“IRS”) and United States Department of Labor relating to loans by employers to employee stock ownership plans and does not constitute a prohibited transaction under section 4975(c) of the Code or section 406(d) of ERISA which is not exempt under section 4975(d) of the Code or section 408(b)(3) of ERISA, respectively; (c) the Trust does not need to obtain any authorization, approval or other action by any governmental authority or regulatory body, and no notice by the Trust to, or filing by the Trust with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Trust of this Agreement, the ESOP Note or the Stock Pledge Agreement; (d) the Trustee has, on behalf of the Trust, duly executed and delivered this Agreement, the ESOP Note and the Stock Pledge Agreement. This Agreement, the ESOP Note and the Stock Pledge Agreement are the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect, and subject to the availability of equitable remedies. The Trustee’s execution, delivery and performance of this Agreement, the ESOP Note and the Stock Pledge Agreement, as well as the consummation of the transactions contemplated thereunder, will not result in a breach or violation of any of the provisions of any agreement or instrument to which the Trust is authorized to issue unlimited shares of beneficial interesta party or by which the Trust or its assets are bound; and i. Where information provided (e) the full proceeds of the ESOP Loan will be used only to fund the purchase by the Trust or of shares of the Trust’s authorized participants includes “Personal Information” (as such term is defined Company Stock in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection accordance with the performance of Committee Directions as soon as practicable after the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsdate hereof.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The A Registration Statement under the 1940 Act and the 1933 Act has been filed by the Trust. Such Registration Statement will become effective prior to the initial public offering of the Trust’s shares and will be effective and thereafter remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been mademade or shall be made before the Trust offers or sells its shares; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and; i. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the TrustTrust to the extent necessary to perform the services under this Agreement or as otherwise required by law, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Trust shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including, without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, procession, use or disclosure of Personal Information; and j. This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligations of the Trust, 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 and general equitable principles.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, trust duly organized, valid existing and in good standing under the laws of its the state of formation;Delaware and is registered with the SEC as an open-end management investment company under the 0000 Xxx. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust Instrument and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It is an investment company properly registered (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed except that no approval shall be required for the Trust to make any modifications to its registration statement required in order to reasonably comply with the SEC 1933 Act, 1940 Act or any other applicable laws, rules, or regulations. (e) (i) The execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the 1940 Act; e. The Registration Statement Trust is a party or any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been filed duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be effective a valid and remain effective during binding obligation of the term Trust. (f) The Trust further represents and warrants to ALPS that any and all Trust officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as Trust officers on substantially the same terms as such coverage is provided for the Trust officers after such persons are no longer officers of this Agreementthe Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws Policy be cancelled or terminated. (g) Each of the states Trust officer positions filled by ALPS is a named officer in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure organizational documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Integrated that: a. (i) It is a statutory trust, duly organized, Trust validly existing and in good standing under the laws of the jurisdiction of its state of formation; b. It , and has the requisite power full capacity and authority under applicable laws and by its Declaration of Trust and By-laws to enter into this agreement and perform this Agreementto carry out its obligations hereunder; c. All requisite proceedings have been taken (ii) It has all necessary authorizations, licenses and permits to authorize it to enter into and perform this Agreementcarry out its business as currently conducted; d. (iii) It has been in, and shall continue to be in compliance in all material respects with all laws and regulations applicable to its business and operations as they relate to this Agreement and that it is an investment company properly registered with not aware of any investigation commenced by the SEC under or any other regulatory or self-regulatory organization, or any proceeding or threatened proceeding that concerns the 1940 ActTrust; e. The Registration Statement (iv) This Agreement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which duly authorized by the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair and, when executed and delivered by the Trust’s ability to perform its duties , will constitute a legal, valid and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or binding obligation of the Trust, enforceable against the Trust or any law or regulation applicable in accordance with its terms, subject to itbankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties; h. (v) As of the close of business on the effective date of this Agreement, the Trust is each Fund has authorized to issue an unlimited shares number of beneficial interestshares; and i. Where information provided (vi) By virtue of its Declaration of Trust, shares of each Fund which are redeemed by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), may be sold by the Trust from its treasury. The Trust also represents and warrants that it (i) the Trust has obtained all consents adopted the written AML Program that has been submitted to Integrated pursuant to Paragraph 2, and approvalshas appointed an officer of the Trust as the Trust's AML Compliance Officer, (ii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iii) the delegation of certain services thereunder to Integrated, as required provided in Paragraph 9, has been approved by all applicable lawsthe Board, regulations, by-laws and ordinances that regulate (iv) the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information Trust will submit any material amendments to the AdministratorAML Program to Integrated for Integrated' review and consent that it is reasonably able to implement the amendment prior to adoption in accordance with Paragraph 2. Integrated represents and warrants that: (a) the various procedures and systems which Integrated has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and Integrated's records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are reasonably required for the Administrator to use and disclose such Personal Information in connection with the secure performance of the services its obligations hereunder. The Trust acknowledges that the Administrator may perform any ; and (b) this Agreement has been duly authorized by Integrated and, when executed and delivered by Integrated, will constitute a legal, valid and binding obligation of the servicesIntegrated, andenforceable against Integrated in accordance with its terms, subject to Section 9bankruptcy, may use insolvency, reorganization, moratorium and disclose Personal Information outside other laws of general application affecting the jurisdiction in which it was initially collected by the Trust, including the United States rights and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement remedies of creditors and courtssecured parties.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be become effective prior to the initial public offering of the Trust’s shares of beneficial interest and will thereafter remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been mademade or shall be made before the Trust offers or sells its shares; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants Investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the TrustTrust to the extent necessary to perform the services under this Agreement or as otherwise required by law, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator ALPS that: a. (a) It is a statutory trust, corporation duly organized, organized and existing and in good standing under the laws of its state the State of formation;Ohio and is registered with the SEC as an open-end diversified management investment company. b. (b) It has the requisite power and authority is empowered under applicable laws and by its Agreement and Declaration of Trust and By-laws to enter into and perform this Agreement;. c. All requisite proceedings have been taken to authorize (c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement;. d. It (d) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed. (e) Trust hereby represents and warrants to ALPS that (a) the execution, delivery and performance of this Agreement by Trust does not breach, violate or cause a default under any agreement, contract or instrument to which Trust is an investment company properly registered with a party or any judgment, order or decree to which Trust is subject; (b) the SEC under execution, delivery and performance of this Agreement by Trust has been duly authorized and approved by all necessary action; and (c) upon the 1940 Act; e. The Registration Statement been filed execution and delivery of this Agreement by ALPS and Trust, this Agreement will be effective a valid and remain effective during binding obligation of Trust. (f) Trust further represents and warrants to ALPS that the term Assistant Treasurer and Assistant Secretary shall be covered by the Trust’s Trustees & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers ceases to serve as the Trust on substantially the same terms as such coverage is provided for the Trust offices after such persons are no longer officers of this Agreementthe Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust also warrants to the Administrator that as shall provide ALPS with proof of current coverage, including a copy of the effective date of this AgreementPolicy, all necessary filings under and shall notify ALPS immediately should the securities laws of the states Policy be cancelled or terminated. (g) The Assistant Treasurer and Assistant Secretary are named officers in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability corporate resolutions and subject to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation the provisions of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure Organizational Documents regarding indemnification of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsits officers.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and once effective, will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been mademade or shall be made before the Trust offers or sells its shares; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. It is in compliance with all laws applicable to its business, the violation of which would materially adversely affect the Trust’s performance of its obligations under this Agreement; i. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. j. Where information provided by the Trust or the Trust’s authorized participants includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information, provided that this indemnification shall not apply to liability or costs of the Administrator, its officers or employees to the extent directly caused by its or their own gross negligence, fraud, bad faith or willful misconduct.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator Transfer Agent that: a. 5.1 It is a statutory trust, trust or corporation duly organized, organized and existing and in good standing under the laws of its the state of formation;its organization as set forth on Schedule A. b. 5.2 It has the requisite power and authority is empowered under applicable laws and by its Declaration of Trust and By-laws organizational documents to enter into and perform this Agreement;. c. 5.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. d. 5.4 It is an open-end management investment company properly registered with the SEC under the 1940 Act;0000 Xxx. e. The Registration Statement been filed 5.5 A registration statement under the Securities Act of 1933, as amended, for each Trust is currently effective and will be effective and remain effective for the duration of this Agreement, and appropriate state securities law filings have been made and will continue to be made for the duration of this Agreement, with respect to all Shares being offered for sale by the Trust. 5.6 The Trust acknowledges that: (i) Customer Information is subject to the confidentiality/non-disclosure requirements set forth in Section 10 (Confidentiality); (ii) with respect to Customer Information, the Trust is subject, to the extent applicable to its business, to the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (Public Law 106-102, 113 Stat. 1138), as amended (“GLB Act”) and its implementing regulations (e.g., Securities and Exchange Commission Regulation S-P and Federal Reserve Board Regulation P) as they may be amended from time-to-time (collectively, the “GLB Law”); and (iii) with respect to Customer Information, Trust may also be subject, to the extent applicable to its businesses, to other federal and state privacy, confidentiality, consumer protection, advertising, electronic mail and data security laws and regulations (“Other Privacy Laws”). The Trust represents and warrants that during the term of this Agreement. The Trust also warrants , and thereafter to the Administrator that as of the effective date of this Agreementextent required, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties it shall use, handle, collect, maintain and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. Where information provided by the Trust or the Trust’s authorized participants includes “Personal Information” (as such term is defined in Section 9 below), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal safeguard Customer Information in connection accordance with (i) Section 10 (Confidentiality); (ii) the performance of the services hereunderGLB Law; and (iii) Other Privacy Laws. The Trust acknowledges that it alone is responsible for understanding and complying with its obligations under the Administrator may perform any GLB Law and Other Privacy Laws as it relates to its performance of the services, and, subject to Section 9, may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courtsthis Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that: : a. It is a Delaware statutory trust, duly organized, existing and in good standing under the laws of its the state of its formation; ; b. It is an investment company properly registered under the 1940 Act; c. The registration statement under the 1933 Act and 1940 Act has been filed by it and is effective and will remain in effect during the term of this Agreement; d. As of the effective date of this Agreement, all necessary filings under the securities laws of the states in which it offers or sells its shares have been made; e. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; c. ; f. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; f. ; g. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; g. ; h. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; h. ; and i. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest; and i. j. Where information provided by the Trust or the Trust’s authorized participants investors includes information about an identifiable individual (“Personal Information” (as such term is defined in Section 9 below”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Trust acknowledges that the Administrator may perform any of the services, and, subject to Section 9, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts.. The Administrator shall be kept