Common use of Liability of ALPS Clause in Contracts

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's independent accountants, and upon oral or written statements of the Fund's investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's ’s investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's ’s investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, DirectorsTrustees, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS agrees to indemnify Fund and shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from violation of law, willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it material breach of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund Trust and the Fund's Trust’s independent accountants, and upon oral or written statements of the Fund's Trust’s investment adviser, brokers and other service providers to the FundTrust, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund Trust or its shareholders to which ALPS would otherwise be subject by reason of material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund Trust shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund Trust or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS agrees to indemnify the Trust and shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund Trust in connection with the matters to which this Agreement relates, except for a loss resulting from violation of law, breach of this Agreement, willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreementhereunder.

Liability of ALPS. (a) ALPS may rely upon the written advice of legal counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's investment adviserAdviser, brokers and other service providers to the FundFund that are not affiliated with ALPS, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund (other than information generated, or its adviserprovided to the Fund, by an affiliate of ALPS). (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's independent accountants, and upon oral or written statements of the Fund's investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserother parties. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's ’s investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund Trust and the Fund's Trust’s independent accountants, and upon oral or written statements of the Fund's Trust’s investment adviser, brokers and other service providers to the FundTrust, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund Trust, any Portfolio, or its any of their shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund Trust shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserTrust. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund Trust in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's independent accountants, and upon oral or written statements of the Fund's investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's ’s investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, . neither ALPS nor its shareholders, officers, Directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall severally indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserFund. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out any damages, expenses or losses incurred by reason of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ material breach of this Agreement, willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund (including its shareholders) in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's ’s investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, negligence or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserthe Adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's independent accountants, and upon oral or written statements of the Fund's investment adviser, brokers and other service providers to the Fund, persons reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, DirectorsTrustees, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by an Authorized Person of the Fund Fund. This section (c) shall not apply if the Authorized Person who gives the inaccurate information is also an officer, director, employee, or its adviseragent of ALPS. (d) ALPS shall ensure that it has and maintains Errors and Omissions Insurance for the services rendered under this Agreement of at least $1 million (provided the Board of Directors of the Fund may by resolution approve some lesser amount). ALPS shall provide to the Fund annually upon request a certificate from the appropriate errors and omissions insurance carrier(s) certifying that such Errors and Omissions Insurance is in full force and effect. (e) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' willful misfeasance, bad lack of good faith, negligence or reckless disregard of such duties. (ef) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by agrees to indemnify and hold harmless the Fund in connection with from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the matters to which this Agreement relatesfederal securities laws and any state or foreign securities and blue sky laws, except for a loss resulting and amendments thereto), and expenses, including (without limitation) reasonable attorneys' fees and disbursements arising from any action or omission of ALPS constituting willful misfeasance, bad lack of good faith, negligence on its part in the performance or reckless disregard of its duties or from reckless disregard by it of its and obligations and duties under this Agreement. For any legal proceeding giving rise to this indemnification, ALPS shall be entitled to defend or prosecute any claim in the name of the Fund at ALPS' own expense through counsel of its own choosing if it gives written notice to the Fund within ten (10) business days of receiving notice of such claim unless such claim involves criminal liability or a request for equitable relief.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's investment adviserDIVIDEND CAPITAL, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to DIVIDEND CAPITAL, the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund and DIVIDEND CAPITAL shall severally indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserDIVIDEND CAPITAL. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out any damages, expenses or losses incurred by reason of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by DIVIDEND CAPITAL or the Fund (including its shareholders) in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's investment adviserFIM, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserFIM. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's ’s investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS agrees to indemnify the Fund and shall be liable for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from violation of law, breach of this Agreement, willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreementhereunder.

Liability of ALPS. (a) ALPS may rely upon the written advice of counsel for the Fund and the Fund's ’s independent accountants, and upon oral or written statements of the Fund's investment adviserAdviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. (b) Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, negligence or reckless disregard in the performance of its duties. (c) Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Directorsdirectors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviserthe Adviser. (d) ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS shall be liable agrees to indemnify the Fund for actual damages arising out of ALPS' ’ failure to perform its duties under this Agreement to the extent such damages arise out of ALPS' ’ material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence or reckless disregard of such duties. (e) ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from violation of applicable law, material breach of this Agreement, willful misfeasance, bad faith, negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.