Common use of Sales of Shares Clause in Contracts

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange Act or the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly available. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that merely refer in accurate terms to its appointment hereunder or that are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that merely refer in accurate terms to the appointment of ALPS hereunder or that are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent to record on its books the ownership of such Shares in accordance with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares through FS Investment Solutions, LLC, the Fund’s affiliated broker-dealer, directly to investors on applications received “friends and accepted family” investor accounts (i.e., accounts introduced by FS Investment Solutions employees and their immediate family members, business associates and close, personal friends) which are held in custody with the Fund’s transfer agent. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, plus any applicable sales load, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such advertising and promotional materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, with the prior written consent of the Fund (which shall not be unreasonably withheld), ALPS may prepare and distribute approve sales literature or other material as it may deem appropriate but only in consultation with the Fundappropriate, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Fund, sales literature and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Each Fund grants to ALPS the right to sell the Shares as agent on behalf of the each Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the each Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the each Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the each Fund reserves the right to sell Shares directly to investors on applications received and accepted by the each Fund. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Each Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the each Fund. The net asset value of the Shares will be calculated by the each Fund or by another entity on behalf of the each Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Each Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the each Fund if, in the judgment of the such Fund, it is in the best interests of the such Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectuseach Fund(s). (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the any Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the a Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the a Fund, provided such sales literature complies with applicable laws law and regulations. (h) The Each Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Each Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Each Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the each Fund. (i) The Each Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Each Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund Funds shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the a Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the a Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the a Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the applicable Fund (which shall not be unreasonably withheld); provided, however, that the each Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the each Fund’s transfer agent. (m) The Each Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the a Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement. (n) Each Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 1933 Act. Each Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. Each Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) Each Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. Each Fund will keep ALPS informed of the jurisdictions in which Shares of each such Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, statement and prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves and its affiliates reserve the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional informationprospectus, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per ShareShare plus selling commissions and dealer manager fees, each as determined in the manner described in the Fund’s current prospectus and/or statement of additional informationprospectus. (d) Repurchases Tender offers of Shares of the Fund will be made at the net asset value per Share in accordance with the disclosure set forth in the Fund’s applicable repurchase offer, then current prospectus prospectus, and in accordance with the requirements of Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value 13e-4 of the Shares will be calculated by the Fund or by another entity on behalf of the Fund1934 Act. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase tender offer in accordance with Rule 23c-3 under 13e-4 of the 1940 1934 Act and/or related policies adopted by the Fund. In addition, ALPS shall not be responsible for any applicable FINRA Corporate Finance filings in association with such tender offers. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS within a reasonable time prior to a scheduled tender offer in the event that the Fund determines not to issue a repurchase tender offer in accordance with the specified schedule disclosure set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by in light of the Fund current market practice, and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional informationprospectus, or contained in shareholder reports, repurchase tender offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, prospectus and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all informationfinancial statements and tender offer notifications, financial statements, repurchase offer notifications and other papers that which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The To the extent applicable: (i) the Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The designate and (ii) the Fund must will notify ALPS in writing of the states in which the Shares may be sold and must will notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional informationprospectus, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund or its affiliates in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) To the extent ALPS receives any direct orders for the purchase, repurchase, or exchange of the Shares, ALPS will promptly transmit any such orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agentagent for processing. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and and, following approval of the Fund, file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that documents or agreements, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent [The Depository Trust Company] to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information, plus any sales charges applicable to the class of Shares being sold. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in summary prospectuses, shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute summary prospectuses, sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such summary prospectuses or sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, summary prospectuses, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that (1) the Fund Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Fund.Trust or the Trust’s transfer agent, and (2) the Trust can utilize another entity to promote and distribute shares of the Trust that are not listed in Appendix A. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at The Trust shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the FundTrust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectusTrust. (f) In consideration of these rights granted to ALPSALPS under this Agreement, ALPS agrees to use its best efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the FundTrust, provided such sales literature complies with applicable laws law and regulations. (h) The Fund Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund Trust shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Fund Trust agrees to execute any and all necessary documents required under this Agreement and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authorityauthority or in materials provided to the Trust’s Board of Trustees. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund Trust (which shall not be unreasonably withheld); provided, however, that the Fund Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent to record on its books the ownership of such Shares in accordance ALPS shall maintain membership with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component National Securities Clearing Corporation (together with any fees“NSCC”) and acceptance any other similar successor organization to sponsor a participant number for the Funds in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible or liable for: (i) any operational matters associated with the settlement of such orderFund transactions through FundSERV or Networking; and (ii) in connection with a conversion of services to ALPS, upon if applicable, any transactions occurring by or though the terms described ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement (as defined below in the Trust’s registration statementSection 4(p)) executed with ALPS.

Sales of Shares. (a) The Fund grants Funds grant to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves Funds reserve the right to sell Shares directly to investors on applications received and accepted by the FundFunds. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s Funds’ compliance with any periodic repurchase offer in accordance with Rule 23c-3 under requirements of the 1940 Act and/or related policies adopted by the FundFunds. (e) The Fund reserves Funds reserve the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the FundFunds, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectusFunds. (f) In consideration of these rights granted to ALPS, ALPS XXXX agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund Funds to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the FundFunds, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees Funds agree that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund Funds shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly available. The Fund Funds shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Fund agrees Funds agree to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund Funds must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund Funds shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials that merely refer in accurate terms to its appointment hereunder or that are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund Funds (which shall not be unreasonably withheld); provided, however, that the Fund Funds hereby approves approve all lawful uses of its name in any required regulatory filings of ALPS that merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange purchase of the Shares to the Fund’s Funds’ transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees Funds agree to issue Shares of the Fund Funds and to request the Fund’s Funds’ transfer agent to record on its books the ownership of such Shares in accordance with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s Funds’ registration statement. (o) At the request of the Funds, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from the Funds, if subject to a distribution plan or other such plan or arrangement approved by the Board, and/or the Funds’ investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information, plus any sales charges applicable to the class of Shares being sold. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in summary prospectuses, shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute summary prospectuses, sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such summary prospectuses or sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, summary prospectuses, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l1) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 1000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering priceprice plus any applicable sales load. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC Office of the Comptroller of the Currency or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustFund’s registration statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, statement and prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves and its affiliates reserve the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional informationprospectus, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per ShareShare plus selling commissions and dealer manager fees, each as determined in the manner described in the Fund’s current prospectus and/or statement of additional informationprospectus. (d) Repurchases Tender offers of Shares of the Fund will be made at the net asset value per Share in accordance with the disclosure set forth in the Fund’s applicable repurchase offerthen-current prospectus, then current prospectus and in accordance with the requirements of Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value 13e-4 of the Shares will be calculated by the Fund or by another entity on behalf of the Fund1934 Act. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase tender offer in accordance with Rule 23c-3 under 13e-4 of the 1940 1934 Act and/or related policies adopted by the Fund. In addition, ALPS shall not be responsible for any applicable FINRA Corporate Finance filings in association with such tender offers. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS within a reasonable time prior to a scheduled tender offer in the event that the Fund determines not to issue a repurchase tender offer in accordance with the specified schedule disclosure set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by in light of the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fundcurrent market practice. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional informationprospectus, or contained in shareholder reports, repurchase tender offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, prospectus and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all informationfinancial statements and tender offer notifications, financial statements, repurchase offer notifications and other papers that which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The To the extent applicable: (i) the Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The designate and (ii) the Fund must will notify ALPS in writing of the states in which the Shares may be sold and must will notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional informationprospectus, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund or its affiliates in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) To the extent ALPS receives any direct orders for the purchase, repurchase, or exchange of the Shares, ALPS will promptly transmit any such orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agentagent for processing. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent [The Depository Trust Company] to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 1000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly available. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that merely refer in accurate terms to its appointment hereunder or that are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent to record on its books the ownership of such Shares in accordance with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from the Fund, if subject to a distribution plan or other such plan or arrangement approved by the Board, and/or the Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS XXXX agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (mn) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustRegistration Statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Fund shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Fund’s registration statementboard of trustees, and/or the applicable Fund’s investment adviser.

Sales of Shares. (a) The Fund Company grants to ALPS the right to sell the Shares as agent on behalf of the FundCompany, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundCompany, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Company then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund Company reserves the right to sell Shares directly to investors on applications received and accepted by the FundCompany. (c) Except as otherwise noted in the FundCompany’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund Company will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundCompany’s current prospectus and/or statement of additional informationprospectus, as may be amended or supplemented from time to time. (d) Repurchases of Shares of the Fund Company will be made at the net asset value per Share in accordance with the FundCompany’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the FundCompany. The net asset value of the Shares will be calculated by the Fund Company or by another entity on behalf of the FundCompany. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the FundCompany’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the FundCompany. (e) The Fund Company reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Company if, in the judgment of the FundCompany, it is in the best interests of the Fund Company to do so. Suspension will continue for such period as may be determined by the FundCompany. The Fund Company agrees to promptly notify ALPS in the event that the Fund Company determines not to issue a repurchase offer in accordance with the specified schedule set forth in the FundCompany’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of distribute the Shares at the public offering price as requested by the Fund and will undertake such provide services to the Company in connection with the advertising and promotion of the Company as it believes is reasonable set forth in connection with such solicitation, but only in consultation with the FundAppendix A hereto. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund Company to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund Company for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation and with the Fundconsent of the Company, provided such sales literature complies with applicable laws and regulations. (h) The Fund Company agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Fund Company shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund Company shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundCompany. (i) The Fund Company agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such the states as ALPS may designatein which it has determined to sell the Shares. The Fund Company must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund Company shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Company in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Company and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Company in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund Company (which shall not be unreasonably withheld); provided, however, that the Fund Company hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the FundCompany’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Company in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Company transactions through FundSERV or Networking. (n) The Fund Company agrees to issue Shares of the Fund Company and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund Company of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement. (o) At the request of the Company, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Company shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Company, if subject to a distribution plan or other such plan approved by the Company’s board of trustees, and/or the applicable Company’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of the Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus prospectus, and Rule 23c-3 of the 1940 Act or Rule 13e-4 under the 1940 1934 Act, as applicable. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act or Rule 13e-4 under the 1934 Act, as applicable, and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. If at any time when a prospectus is required to be delivered under the 1933 Act any event occurs, or the Fund receives notice from ALPS or the Fund’s dealer manager that it believes such an event has occurred, as a result of which the prospectus or any sales literature would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Fund’s registration statement or supplement the prospectus to comply with the 1933 Act, then the Fund will promptly notify the ALPS thereof (unless the information shall have been received from ALPS), and the Fund will prepare and file with the SEC an amendment or supplement that will correct such statement or omission or effect such compliance to the extent required, and shall make available to ALPS sufficient copies thereof for its own use and/or distribution to the Fund’s dealer manager or selected dealers. ALPS shall suspend the offering until such time as the Fund, in its sole discretion (a) has prepared and filed any such required amendment or supplement or otherwise effected compliance with the 1933 Act and (b) instructs the ALPS to resume the offering. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustRegistration Statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Fund shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Fund’s registration statementboard of trustees, and/or the applicable Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS XXXX agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustRegistration Statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Fund shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Fund’s registration statementboard of trustees, and/or the applicable Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly available. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that merely refer in accurate terms to its appointment hereunder or that are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent to record on its books the ownership of such Shares in accordance with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustFund’s registration statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from the Fund, if subject to a distribution plan or other such plan or arrangement approved by the Board, and/or the Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares through FS Investment Solutions, LLC, the Fund’s affiliated broker-dealer, directly to investors on applications received “friends and accepted family” investor accounts (i.e., accounts introduced by FS Investment Solutions, LLC employees and their immediate family members, business associates and close, personal friends) which are held in custody with the Fund’s transfer agent. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, plus any applicable sales load, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such advertising and promotional materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, with the prior written consent of the Fund (which shall not be unreasonably withheld), ALPS may prepare and distribute approve sales literature or other material as it may deem appropriate but only in consultation with the Fundappropriate, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Fund, sales literature and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS AXXX agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by applicable law or regulation, the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by applicable law or regulation, the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustRegistration Statement. (o) At the request of the Fund, ALPS will enter into agreements (deemed acceptable by ALPS) with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Fund shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Fund’s registration statementboard of trustees, and/or the applicable Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions purchases will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by and will provide services to the Fund and will undertake such in connection with the advertising and promotion of the Fund as it believes is reasonable set forth in connection with such solicitation, but only in consultation with the FundAppendix A hereto. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation and with the consent of the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such the states as ALPS may designatein which it has determined to offer the Fund. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustRegistration Statement. (o) At the request of the Fund, ALPS will enter into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from the applicable Fund, if the sale of such class of Shares is subject to a distribution and/or shareholder servicing plan or other such plan approved by the Fund’s registration statementboard of trustees, and/or the applicable Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares (i) directly to investors on applications received and accepted by the Fund or (ii) through financial intermediaries that have entered into an agreement with the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the The Fund will be made at shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws law and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, ALPS such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement. (n) The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional informationprospectus, as may be amended or supplemented from time to time. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by and will provide services to the Fund and will undertake such in connection with the advertising and promotion of the Fund as it believes is reasonable set forth in connection with such solicitation, but only in consultation with the FundExhibit B hereto. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation and with the consent of the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such the states as ALPS may designatein which it has determined to offer the Fund. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld)Fund; provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional informationinformation (the “Prospectus”). In addition, Shares sold to customers/clients of financial intermediaries may be subject to a front-end sales load to the extent the class of shares sold (“Class”) may be subject to a sales load per the description of such Class in the Prospectus. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund, in its discretion, may refuse to accept any order for the purchase of Shares tendered to it. (f) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (fg) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRAFINRA in accordance with Appendix A and ALPS’ side letter agreement with the Adviser (the “Side Letter Agreement”). ALPS agrees to furnish to the Fund or its Adviser any comments provided by such regulators with respect to such advertising materials. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (gh) ALPS is not authorized by the Fund to give any information or to make any representations regarding the Fund or the Adviser other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fundconsent of the Fund or the Adviser, provided such sales literature complies with applicable laws and regulations. (hi) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the any necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (ij) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (jk) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment and Services hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (kl) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (lm) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. Such orders shall be deemed effective at the time and in the manner set forth in the registration statement. (mn) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (o) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement. (p) At the request of the Fund or the Adviser, ALPS enters into agreements with financial intermediaries in connection with the sale of Fund shares. ALPS shall require that the financial intermediaries acknowledge that Shares will be offered and sold only as set forth in the Fund’s Prospectus. The form of any selling agreement maintained by ALPS shall be approved by the Fund. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Fund’s board of trustees (a “Plan”), and/or the Adviser. (q) ALPS shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of payments made by the Fund under a Plan, if any.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares through FS Investment Solutions, LLC, the Fund’s affiliated broker-dealer, directly to investors on applications received “friends and accepted family” investor accounts (i.e., accounts introduced by FS Investment Solutions employees and their immediate family members, business associates and close, personal friends) which are held in custody with the Fund’s transfer agent. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, plus any applicable sales load, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Fund. ALPS shall review and file such advertising and promotional materials with the SEC and/or FINRA to the extent required by the Exchange Act or 0000 Xxx and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, with the prior written consent of the Fund (which shall not be unreasonably withheld), ALPS may prepare and distribute approve sales literature or other material as it may deem appropriate but only in consultation with the Fundappropriate, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Fund, sales literature and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statementRegistration Statement.

Sales of Shares. (a) The Fund Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that (1) the Fund Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Fund.Trust or the Trust’s transfer agent , and (2) the Trust can utilize another entity to promote and distribute shares of the Trust that are not listed in Appendix A. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at The Trust shall receive the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Acton all sales. If a fee in connection with any repurchase offer shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fundcalculated. (e) The Fund Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the FundTrust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectusTrust. (f) In consideration of these rights granted to ALPSALPS under this Agreement, ALPS agrees to use its best efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the FundTrust, provided such sales literature complies with applicable laws law and regulations. (h) The Fund Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund Trust shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications statements and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Fund Trust agrees to execute any and all necessary documents required under this Agreement and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authorityauthority or in materials provided to the Trust’s Board of Trustees. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund Trust (which shall not be unreasonably withheld); provided, however, that the Fund Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent to record on its books the ownership of such Shares in accordance ALPS shall maintain membership with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component National Securities Clearing Corporation (together with any fees“NSCC”) and acceptance any other similar successor organization to sponsor a participant number for the Funds in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible or liable for: (i) any operational matters associated with the settlement of such orderFund transactions through FundSERV or Networking; and (ii) in connection with a conversion of services to ALPS, upon if applicable, any transactions occurring by or though the terms described ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement (as defined below in the Trust’s registration statementSection 4(p)) executed with ALPS.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-current prospectus. (f) In consideration of these rights granted to ALPS, ALPS XXXX agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly available. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that merely refer in accurate terms to its appointment hereunder or that are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent to record on its books the ownership of such Shares in accordance with the procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Trust’s registration statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from the Fund, if subject to a distribution plan or other such plan or arrangement approved by the Board, and/or the Fund’s investment adviser.

Sales of Shares. (a) The Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and of the laws governing the sale of securities in the various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Fund reserves the right to sell Shares directly to investors on applications received and accepted by the Fund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) Repurchases of Shares of the Fund will be made at the net asset value per Share in accordance with the Fund’s applicable repurchase offer, then current prospectus and Rule 23c-3 under of the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Fund’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under of the 1940 Act and/or related policies adopted by the Fund. (e) The Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Fund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Fund. The Fund agrees to promptly notify ALPS in the event that the Fund determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Fund’s then-then current prospectus. (f) In consideration of these rights granted to ALPS, ALPS XXXX agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price as requested by the Fund and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the FundShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the Exchange 1934 Act or and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Fund, provided such sales literature complies with applicable laws and regulations. (h) The Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request that are not publicly availablerequest. The Fund shall furnish to ALPS copies of all information, financial statements, repurchase offer notifications and other papers that papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials that which merely refer in accurate terms to its appointment hereunder or that which are required by the SEC, FINRA, the Office of the Comptroller of the Currency (the “OCC”) FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Fund (which shall not be unreasonably withheld); provided, however, that the Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS that which merely refer in accurate terms to the appointment of ALPS hereunder hereunder, or that which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Fund’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Fund agrees to issue Shares of the Fund and to request the Fund’s transfer agent The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the TrustRegistration Statement. (o) At the request of the Fund, ALPS enters into agreements with financial intermediaries (each an “Intermediary Agreement”) in connection with the sale of Fund shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Fund’s registration statementboard of trustees, and/or the applicable Fund’s investment adviser.