Common use of Standard of Care; Limitation of Liability; Indemnification Clause in Contracts

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties duties, obligations and responsibilities under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence negligence, or reckless disregard by ALPS in the performance of its duties, obligations obligations, or responsibilities set forth in this Agreement, ALPS and its affiliatesALPS, including their respective its officers, directors, agents agents, and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser advisors, custodians, or custodian or any authorized third party on behalf of the Fundother service providers; (ii) with respect to the registration statement, any reasonable error untrue statement of judgment a material fact or mistake omission of law a material fact required to be stated or for any loss suffered necessary in order to make the statements not misleading and with respect to the prospectus, shareholder report, tender offer notification or other information filed or made public by the Trust Fund (as amended from time to time), except to the extent the statement or omission was made in connection with reliance upon, and in conformity with, information furnished to the matters to which this Agreement relatesFund by or on behalf of ALPS; (iii) any wrongful act of the Fund or any of its employees; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of received from the Fund or its affiliates that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment orderliability of ALPS resulting from a representation, provided covenant or warranty that ALPS complies with makes, or any indemnification that ALPS provides, on behalf of the payment order instructions as received Fund in an intermediary agreement (which shall include, without limitation, broker/dealer selling agreements, platform agreements and with the Security Procedure (as defined below); (viwirehouse agreements) lost interest with respect relating to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment orderFund; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser advisors and their respective officers, members, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence negligence, or reckless disregard in the performance of its duties, obligations obligations, or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments investment checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by an authorized employee of the Trust Fund or an authorized employee of the Fund’s investment adviser or any custodian or any authorized third party on behalf of the FundFund (excluding for this purpose ALPS or any of its affiliates); (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by an authorized employee of the Trust Fund or an authorized employee of the Fund’s investment adviser or any custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors/trustees, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party Party, although the failure to do so shall not prevent recovery by the Indemnified Party Party, and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust Fund or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust each Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the each Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) any actions taken on advice of counsel; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementTrust. (c) ALPS shall indemnify and hold harmless the Trust, the Trusteach Fund’s investment adviser and their respective officers, directors, agents trustees, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of ALPS’s duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933, shall not be liable foras amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “ALPS Indemnitee”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuites, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’s actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failure to act in connection with the matters to which performance of any of its duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’s own bad faith, reckless disregard, gross negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’s bad faith, reckless disregard, gross negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a) hereof. Further, unless the Trust shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the Trust, Trust and the Trust’s Funds’ investment adviser and their respective officersemployees, agents, trustees/directors, agents officers and employees managers and any person who controls the Trust or the Funds’ investment adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement by ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, gross negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trust Indemnitee, (ii) action or inaction by ALPS or the CCO in good faith reliance upon (a) Instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Trustees. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything The Board of the Trust, the Trustees in their individual capacities and the shareholders of each Fund shall not be liable for any obligation of the Trust or the Funds under this Agreement Agreement, and ALPS agrees that in asserting any rights or claims hereunder it shall look only to the contrary, neither party shall be liable under this Agreement assets and property of each Fund to which the other party hereto for any punitive, consequential, special right(s) or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimclaim(s) relate. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so ALPS shall not prevent recovery by be liable for the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject errors of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal Service Providers or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) any actions taken on advice of counsel; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (vii) any other action liability of ALPS resulting from a representation, covenant or omission to act which warranty that ALPS properly takes makes, or any indemnification that ALPS provides, on behalf of the Fund in connection with the provision of services an intermediary agreement relating to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents trustees, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence negligence, or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Fund, the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or Fund, the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the FundFunds; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the Fund Funds that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, Trust and the Trust’s Funds’ investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, to the extent consistent with applicable law, requirements and guidance as promulgated by the SEC, ALPS shall not be liable to the Trust or any shareholder of the Trust for any net loss to the Trust, after amounts debited or credited to shareholders in accordance with the Trust's policies, if a pricing error resulting from an “as-of” adjustment for which ALPS would otherwise be liable under this Agreement is less than $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). This computation is based upon the actual difference and is not based upon the rounding of the NAV to the nearest cent per share. In the event that such a pricing error is caused, at least in part, by ALPS’s failure to comply with its standard of care under this Agreement and results in a net loss to the Fund that equals or exceeds $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio, the parties agree to negotiate in good faith as to the allocation of responsibility for, and the appropriate settlement of, such loss. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, The Fund agrees to indemnify and hold harmless ALPS and its affiliateseach of the directors, including their respective officers, directors, agents and employeesemployees and any person who controls ALPS within the meaning of Section 15 of the 1933 Act (any of ALPS, shall not be liable fortheir officers, agents, employees and directors or such control persons, for purposes of this paragraph, an “Indemnitee”) against any loss, liability, claim, damages or expense (including the Trust agrees to indemnifyreasonable cost of investigating or defending any alleged loss, defend liability, claim, damages or expense and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities reasonable counsel fees incurred in connection therewith) (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state lawscollectively “Losses”) arising directly out of or indirectly from the followingbased upon: (i) the claim that the Registration Statement, Prospectus, shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law. However, the Fund does not agree to indemnify ALPS or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with information furnished to the Fund by or on behalf of ALPS; (ii) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser adviser, custodians, or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relatesother service providers; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine;; and (iv) failure to satisfy requests to cancel any liability of ALPS resulting from a representation, warranty or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided covenant that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment ordermakes, unless or any indemnification that ALPS is notified provides, on behalf of the unauthorized payment order within 30 days of notification by ALPS Trust in an Authorized Participant agreement relating to a Fund. In no case (1) is the indemnity of the acceptance Fund in favor of such payment order; or (vii) any other action or omission Indemnitee to act which ALPS properly takes in connection with be deemed to protect the provision of services Indemnitee against any liability to the Fund pursuant or its shareholders to this Agreement. (c) ALPS shall indemnify and hold harmless which the Trust, the TrustIndemnitee would otherwise be subject by reason of such Indemnitee’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, faith or gross negligence or reckless disregard in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement. , or (d2) Notwithstanding anything in this Agreement is the Fund to the contrary, neither party shall be liable under its indemnity agreement contained in this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (eSection 6(b) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning any claim made against any Indemnitee unless the Indemnitee shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Indemnitee (or after Indemnitee shall have received notice of service on any designated agent). However, failure to notify the Fund of any claim shall not relieve the Fund from any liability which it may have to any Indemnitee against whom such situationaction is brought otherwise than on account of its indemnity agreement contained in this Section 6(b). The Indemnifying Party Fund shall have the option be entitled to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, participate at its own expense in the event that the Indemnifying Party defense, or, if it so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to Indemnitee. In the Indemnifying Party event the Fund elects to assume the defense of any suit and retain counsel, Indemnitee shall bear the fees and expenses of any additional counsel retained by Indemnitee. If the Fund does not elect to assume the defense of any suit, it will reimburse the Indemnitee in the suit, for the reasonable fees and expenses of any counsel retained by them. The Fund agrees to notify ALPS promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the Creation Units or the Shares. (c) ALPS agrees to indemnify and hold harmless the Fund and each of its Trustees and officers and any person who controls the Fund within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Fund and each of its Trustees and officers and its controlling persons are collectively referred to as the “Fund Affiliates”) against any Losses which the Fund Affiliate may incur under the 1933 Act or any other statute or common law, but only to the extent that such Losses arise out of or be based upon: (i) the allegation of any wrongful act of ALPS or any of its employees; or (ii) allegation that the Registration Statement, Prospectus, shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the specific statement or omission that is the subject of such allegation was made in reliance upon, and in conformity with information furnished to the Fund by or on behalf of ALPS. In no case (1) is the indemnity of ALPS in favor of any Fund Affiliate to be deemed to protect any Fund Affiliate against any liability to the Fund or its shareholders to which such Fund Affiliate would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (2) is ALPS to be liable under its indemnity agreement contained in this Section 6(c) with respect to any claim made against any Fund Affiliate unless the Fund Affiliate shall have notified ALPS in writing of the claim within a reasonable time after the summons or the first written notification giving information of the nature of the claim shall have been served upon the Fund Affiliate (or after the Fund Affiliate shall have received notice of service on any designated agent). However, failure to notify ALPS of any claim shall not relieve ALPS from any liability which it may have to the Fund Affiliate against whom the action is brought otherwise than on account of its indemnity agreement contained in this Section 6(c). ALPS shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if ALPS elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the Indemnified Party, and thereupon Fund Affiliate. In the Indemnifying Party shall take over complete event that Distributor elects to assume the defense of any suit and retain counsel, the Fund Affiliate shall bear the fees and expenses of any additional counsel retained by them. If ALPS does not elect to assume the defense of any suit, it will reimburse the Fund Affiliate for the reasonable fees and expenses of any counsel retained by them. ALPS agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issuance and sale of any of the Creation Units or the Shares. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(b) or 6(c) above, without the prior written notice to and consent from the Indemnified Party indemnifying party, which consent shall sustain no further legal not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other expenses party in respect of such claimaction. The Indemnified Party will not confess any claim or make any compromise in any case in which This section 6 shall survive the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttermination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the FundTrust’s investment adviser adviser, custodians or custodian other service providers that are not affiliated with ALPS and are not a party that ALPS has employed or any authorized third party on behalf affiliated itself with pursuant to section 1(b) of the Fundthis Agreement; (ii) any reasonable error untrue statement of judgment a material fact or mistake omission of law a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law, in any registration statement, prospectus, statement of additional information, shareholder report or other information filed or made public by the Trust (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of ALPS or an affiliate of ALPS or a party that ALPS has employed or affiliated itself with pursuant to section 1(b) of this Agreement; (iii) for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iiiiv) for any loss suffered by the Trust as a result of losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party other than an affiliate of ALPS or a party that ALPS has employed or affiliated itself with pursuant to section 1(b) of this Agreement; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by that ALPS receives from the Trust or a service provider to the Fund’s investment adviser Trust other than an affiliate of ALPS or custodian a party that ALPS has employed or any authorized third party on behalf affiliated itself with pursuant to section 1(b) of the Fund this Agreement and that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementTrust. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’s duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933, shall not be liable foras amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “ALPS Indemnitee”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuites, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’s actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failure to act in connection with the matters to which performance of any of its duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’s own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’s bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a) hereof. Further, unless the Trust shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and its employees, the Trust’s investment adviser and their respective officersagents, trustees/directors, agents officers and employees managers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement by ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trust Indemnitee, (ii) action or inaction by ALPS or the CCO in good faith reliance upon (a) Instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Trustees. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything The Board of the Trust, the Trustees in their individual capacities and the shareholders of the Funds shall not be liable for any obligation of the Trust or the Funds under this Agreement Agreement, and ALPS agrees that in asserting any rights or claims hereunder it shall look only to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as assets and property of the time Funds to which the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimright(s) or claim(s) relate. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so ALPS shall not prevent recovery by be liable for the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject errors of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal Service Providers or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’s duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933, shall not be liable foras amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “ALPS Indemnitee”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuites, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’s actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failure to act in connection with the matters to which performance of any of its duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’s own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’s bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a) hereof. Further, unless the Trust shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and its employees, the Trust’s investment adviser and their respective officersagents, trustees/directors, agents officers and employees managers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement by ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trust Indemnitee, (ii) action or inaction by ALPS or the CCO in good faith reliance upon (a) Instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Trustees. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything The Board of the Trust, the Trustees in their individual capacities and the shareholders of the Fund shall not be liable for any obligation of the Trust or the Fund under this Agreement Agreement, and ALPS agrees that in asserting any rights or claims hereunder it shall look only to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as assets and property of the time Fund to which the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimright(s) or claim(s) relate. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so ALPS shall not prevent recovery by be liable for the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject errors of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal Service Providers or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by an authorized employee of the Trust Fund or an authorized employee of the Fund’s investment adviser or any custodian or any authorized third party on behalf of the FundFund (excluding for this purpose ALPS or any of its affiliates); (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by an authorized employee of the Trust Fund or an authorized employee of the Fund’s investment adviser or any custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party Party, although the failure to do so shall not prevent recovery by the Indemnified Party Party, and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ ’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the TrustFund’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, ALPS will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of security holder instructions, but ALPS will discuss with the Trust ALPS’s accepting liability for an “as of” on a case-by-case basis and may accept financial responsibility for a particular situation resulting in a financial loss to the Trust where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, ALPS, in its discretion, believes ALPS’s conduct was culpable and ALPS’s conduct is the sole cause of the loss. A loss is “material” for purposes of this Section 4(c) when it results in a pricing error on a given day which is (i) greater than a negligible amount per securityholder, (ii) equals or exceeds one ($.01) full cent per share times the number of shares outstanding or (iii) equals or exceeds the product of one-half of one percent ( 1/2%) times a Fund’s net asset value per share times the number of shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When ALPS concludes that it should contribute to the settlement of a loss, ALPS’s responsibility will commence with that portion of the loss over $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) any wrongful act of the Fund or any of its employees; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (v) ALPS’ reliance on any properly received instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not liable to the Trust, the Funds or any of the Funds’ stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employees, shall not be liable formanagers, and any person who controls ALPS within the Trust agrees to indemnifymeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, defend an “ALPS Indemnitee”), against and hold harmless such persons fromfrom any and all claims, all taxesdemands, chargesactions, expensessuits, disbursementsjudgments, assessmentsadministrative proceedings or investigations, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failures to act in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a) hereof. Further, unless the Trust shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and its employees, the Trust’s investment adviser and their respective officersagents, trustees/directors, agents officers and employees managers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement with ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with respect to any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trustee Indemnitee, (ii) action or inaction by ALPS or the PFO in good faith reliance upon (a) instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Board. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Funds or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Administrator shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS Administrator in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS Administrator and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS Administrator by the Trust or the FundTrust’s investment adviser or adviser, sub-adviser, custodian or any authorized third party other service providers on behalf of the FundTrust; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust of Administrator in connection with the matters to which this Agreement relates; (iii) ALPSany actions taken on advice of counsel and/or on any advice as detailed in Section 3; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control; (v) Administrator’ reliance on any instruction, direction, notice, instrument or other information provided from any authorized person, as designated by the Trust or the FundTrust’s investment adviser or custodian or any authorized third party on behalf Board of Trustees from time to time, of the Fund Trust and its service providers, that ALPS Administrator reasonably believes to be genuine; (ivvi) loss of data or service interruptions caused by equipment failure to satisfy requests to cancel or amend payment orders(provided that, if ALPS receives such requests without equipment is under Administrator’s control, reasonable time care has been taken to comply with maintain such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined belowequipment); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly Administrator takes in connection with the provision of services Services to the Fund pursuant to this AgreementTrust. (c) ALPS Administrator shall be entitled to rely on information and data provided by third-party service provider(s) (including pricing vendors authorized or directed by the Trust or the adviser pursuant to Section 14(b)), the Trust’s adviser, or other authorized representative of such parties without further investigation or verification, provided that Administrator has no reason to believe that such information or data is inaccurate or unreliable. (d) Administrator shall indemnify and hold harmless the Trust, the Trust’s investment adviser, the Trust’s investment sub-adviser and their respective officers, directorsTrustees, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ Administrator’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (de) Notwithstanding anything in this Agreement to the contrary, (i) neither party shall be liable under this Agreement to the other party hereto hereto, or to any other party, for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall ; and (ii) Administrator will not be net of insurance maintained by the indemnified party as liable for any trading losses, lost revenues, lost profits, whether or not such damages were foreseeable or Administrator was advised of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimpossibility thereof. (ef) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the The Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments ALPS and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser its affiliates and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the Trust’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement, or from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or a Fund’s investment adviser, custodian or other service providers; (ii) any error of judgment or mistake of law or for any loss suffered by the Trust/Fund in connection with the matters to which this Agreement relates; (iii) any actions taken on advice of counsel; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information that ALPS reasonably believes to be genuine; (v) loss of data or service interruptions caused by equipment failure; or (vi) any other action or omission to act which ALPS takes in connection with the provision of services to the Funds. (c) ALPS shall indemnify, defend and hold harmless the Trust and the Funds’ investment adviser, including their respective officers, directors, trustees, agents and employees, from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any any: (i) punitive, consequential, special or indirect losses or damages; or (ii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced by such failure) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the FundFunds; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the Fund Funds that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, Trust and the Trust’s Funds’ investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, ALPS will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of security holder instructions, but ALPS will discuss with the Trust ALPS accepting liability for an “as of” on a case-by-case basis and may accept financial responsibility for a particular situation resulting in a financial loss to the Trust where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, ALPS, in its discretion, believes ALPS’ conduct was culpable and ALPS’ conduct is the sole cause of the loss. A loss is “material” for purposes of this Section 4(c) when it results in a pricing error on a given day which is (i) greater than a negligible amount per security holder, (ii) equals or exceeds one ($.01) full cent per share times the number of shares outstanding or (iii) equals or exceeds the product of one-half of one percent (½%) times a Fund’s net asset value per share times the number of shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When ALPS concludes that it should contribute to the settlement of a loss, ALPS’ responsibility will commence with that portion of the loss over $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, a Fund or any of a Fund’s shareholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, a Fund or any of a Fund’s shareholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 opinion of the Uniform Commercial Code is superseded by this Section 4 Trust or Trust counsel; and (ii) any certified copy of this Agreementany resolution of the Trust’s Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuites, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by ALPS’ actions taken or failure to act with respect to the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust a Fund in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, gross negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, gross negligence, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 8(a). Further, unless the Trust shall be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS is notified or the ALPS’ Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS’ Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementALPS’ Indemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and each of its employees, the Trust’s investment adviser and their respective officersagents, directors, agents officers and employees managers (“Trust Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence actions taken or reckless disregard in failures to act with respect to the performance Trust that are not consistent with Section 8(a); (ii) any breach of its duties, obligations this Agreement with ALPS; or responsibilities (iii) any breach of ALPS’ representations set forth in this AgreementSection 9 (a “Trust Claim”). ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Trust or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir respective systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s Funds’ investment adviser or adviser, custodian or any authorized third other third-party on behalf of the Fundservice providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel loss of data or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viiv) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementTrust on behalf of the Funds. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s Funds’ investment adviser and their respective officers, trustees/directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust or any of the Trust’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust or any of the Trust’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuites, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by failure to act with respect to the Trust in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle a ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a). Further, unless the Trust shall not be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS is notified Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its won name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents officers and employees managers (“Trust Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence actions taken or reckless disregard in failures to act with respect to the performance Trust that are not consistent with Section 3(a); (ii) any breach of its duties, obligations this Agreement with ALPS; or responsibilities (iii) any breach of ALPS’ representations set forth in this AgreementSection 4 (a “Trust Claim”). ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Trust or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the FundTrust’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party provided, however, ALPS uses its good faith efforts to perform its obligations under this Agreement; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes in good faith to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) loss of data or service interruptions caused by equipment failure beyond ALPS’ reasonable control; provided, however, ALPS uses its good faith efforts to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment orderperform its obligations under this Agreement; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to Trust. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, trustees/directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Fund counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Fund agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuites, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from in any way related to ALPS’ actions taken or failure to act with respect to the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle a ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a). Further, unless the Fund shall not be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS is notified or the ALPS’ Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the ALPS’ claim in its won name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementALPS’ Indemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustFund, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents officers and employees managers (“Fund Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence actions taken or reckless disregard in failures to act with respect to the performance Fund that are not consistent with Section 3(a); (ii) any breach of its duties, obligations this Agreement with ALPS; or responsibilities (iii) any breach of ALPS’ representations set forth in this AgreementSection 4 (a “Fund Claim”). ALPS shall not be required to indemnify any Fund Indemnitee if, prior to confession any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Fund or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence negligence, or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Trust, the FundTrust’s investment adviser or custodian or any authorized third party on behalf of the FundTrust; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by that ALPS receives from the Trust or Trust, the FundTrust’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fund other service providers that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust or any of the Trust’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Trust or any of the Trust’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust or Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Trust’s Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuites, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by ALPS’ actions taken or failure to act with respect to the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust a Fund in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, gross negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a). Further, unless the Trust shall not be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS is notified or the ALPS’ Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS’ Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementALPS’ Indemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and each of their employees, the Trust’s investment adviser and their respective officersagents, directors, agents officers and employees managers (“Trust Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence actions taken or reckless disregard in failures to act with respect to the performance Trust that are not consistent with Section 9(a); (ii) any breach of its duties, obligations this Agreement with ALPS; or responsibilities (iii) any breach of ALPS’ representations set forth in this AgreementSection 10 (a “Trust Claim”). ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Trust or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir respective systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Forum shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Forum in good faith writing. Forum shall use its best judgment and efforts in rendering the services described in this Agreement. Forum shall not be liable to exercise commercially reasonable care and diligence a Company or any of each its shareholders for any action or inaction of Forum relating to any event whatsoever in the absence of bad faith, willful misfeasance or gross negligence in the performance of Forum's duties or obligations under this Agreement or by reason of Forum's reckless disregard of its duties and obligations under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasanceEach Company agrees to indemnify and hold harmless Forum, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls Forum within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, shall not be liable foras amended (the "1934 Act"), ("Forum Indemnitees"), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuits, expensesjudgments, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Forum's actions taken or failures to act with respect to a Fund of that Company that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Forum Claim"). Each Company shall not be required to indemnify any Forum Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the Forum Indemnitee. (c) Forum agrees to indemnify and hold harmless each Company, its employees, agents, directors, officers and managers ("Company Indemnitees"), against and from any and all claims, demands, actions, suits, judgments and liabilities (includingjudgments, without limitationliabilities, attorneys’ losses, damages, costs, charges, reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal out of or in any way related to (i) Forum's actions taken or failures to act with respect to a Fund of that Company that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Forum's representation set forth in Section 13 (a "Company Claim"). Forum shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the Company Indemnitee, the Company or the Company Indemnitee does not give Forum written notice of and state lawsreasonable opportunity to defend against the Company Claim in its own name or in the name of the Company Indemnitee. (d) arising directly A Forum Indemnitee shall not be liable for any action taken or indirectly from the followingfailure to act in good faith reliance upon: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf advice of the Fundapplicable Company or of counsel, who may be counsel to the Company or counsel to Forum; (ii) any reasonable error of judgment oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or mistake of law or for any loss suffered persons authorized by the Trust in connection with Board or by the matters Administrator to which this Agreement relatesgive such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) ALPS’ reliance on any instruction, direction, notice, instrument written instruction or other information provided by the Trust or the Fund’s investment adviser or custodian or certified copy of any authorized third party on behalf resolution of the Fund that ALPS Board, and Forum may rely upon the genuineness of any such document or copy thereof reasonably believes believed in good faith by Forum to be genuine;have been validly executed; or (iv) failure any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Forum to satisfy requests be genuine and to cancel have been signed or amend payment orderspresented by the applicable Company or other proper party or parties; and no Forum Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, if ALPS receives such requests without reasonable time oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Forum reasonably believes in good faith to comply with such requests;be genuine. (ve) failure Forum shall not be liable for the errors of other service providers to detect any erroneous payment orderthe applicable Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Forum) and errors in information provided that ALPS complies with by an investment adviser (including prices and pricing formulas and the payment order instructions as received and with untimely transmission of trade information), custodian or transfer agent to the Security Procedure (as defined below);applicable Company. (vif) lost interest Subject to Section 3(a) of this Agreement, Forum shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Forum shall not be responsible for reimbursing any Fund with respect to the refundable amount any shareholder that experiences an aggregate loss during any NAV Error Period of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreementless than $10. (cg) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance For purposes of its duties, obligations or responsibilities set forth in this Agreement. : (di) Notwithstanding anything the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Forum liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in this Agreement to the contrary, neither party shall calculating any amount for which Forum would otherwise be liable under this Agreement to the other party hereto for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (v) in calculating any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to amount for which Forum would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimnetted. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action or inaction of Foreside or the CCO or AMLO relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Foreside nor the CCO or AMLO shall be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CCO or AMLO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside, the CCO or the AMLO reasonably believe in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Foreside Indemnitee to be deemed to protect the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Foreside Indemnitee (vii) or after the Foreside Indemnitee receives notice of service on any other action or omission designated agent). Failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Foreside Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its Trustees and officers and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its Trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Foreside, shall be solely responsible for approval of the designation of the CCO and the AMLO, as well as for removing the CCO and/or AMLO, as the case may be, from his or her responsibilities related to the Funds in accordance with Rule 38a-1. Therefore, notwithstanding the provisions of this section 3, the Fund Company shall supervise the activities of the CCO and the AMLO with regard to such activities. (f) The Fund Company agrees that Foreside, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of the fees paid by the Fund Company to Foreside in performing services hereunder. The Indemnified Party will not confess any claim provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or make any compromise loss, whether in any case in which the Indemnifying Party will contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall either party or their respective employees, officers and directors be asked to provide indemnificationliable for consequential, except with the Indemnifying Party’s prior written consentspecial, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines).

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard and to use its best efforts, within reasonable limits, in performing the services provided under this Agreement. ALPS shall not be liable to the processing of investments checks using mutually agreed upon procedures. The parties agree that Trusts or any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 Trusts’ stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties, obligations, or responsibilities under this Agreement. Further, ALPS shall not be liable to the Trusts or any of Trusts’ stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and opinion of Trust or Trust counsel; or (ii) any certified copy of any resolution of the Trustees; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceEach Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act of 1933, shall not be liable foras amended or Section 20 of the Exchange Act of 1934, as amended (“ALPS Indemnitees”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuits, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by failure to act with respect to the Trust in connection with the matters to which performance of any duties, obligations or responsibilities under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment order, unless Section 9(a). The Trusts shall not be required to indemnify any ALPS is notified Indemnitee if the ALPS Indemnitee does not give the Trusts written notice of any reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrusts and each of their employees, agents, directors, officers and managers (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to: (i) ALPS’ actions taken or failures to act with respect to a Trust that are not consistent with Section 9(a); (ii) any breach of this Agreement by ALPS; or (iii) any breach of ALPS’ representations set forth in Section 10 (“Trust Claim”). ALPS shall not be required to indemnify any Trust Indemnitee if the Trust’s investment adviser and Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) ALPS shall not be liable for the errors of the Service Providers, other vendors or providers of services to the Trusts or their respective employees, officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreementsystems. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasanceThe Trust shall indemnify, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, defend and hold harmless ALPS and its affiliates, including affiliates and their respective officers, directors, agents and employees, shall not be liable for, from and the Trust agrees to indemnify, defend against any and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the Trust’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement, or from the following:. (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify indemnify, defend and hold harmless the Trust, the TrustFund’s investment adviser and their respective officers, directors, agents and employees employees, from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, ALPS will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of security holder instructions, but ALPS will discuss with the Trust ALPS accepting liability for an “as of” on a case-by-case basis and may accept financial responsibility for a particular situation resulting in a financial loss to the Trust where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, ALPS, in its discretion, believes ALPS’ conduct was culpable and ALPS’ conduct is the sole cause of the loss. A loss is “material” for purposes of this Section 4(c) when it results in a pricing error on a given day which is (i) greater than a negligible amount per securityholder, (ii) equals or exceeds one ($.01) full cent per share times the number of shares outstanding or (iii) equals or exceeds the product of one-half of one percent (½%) times a Fund’s net asset value per share times the number of shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When ALPS concludes that it should contribute to the settlement of a loss, ALPS’ responsibility will commence with that portion of the loss over $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced by such failure) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to perform any services except as specifically set forth herein, as necessary to perform any of its duties or obligations as specifically set forth herein, or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust or any of the Trust’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust or any of the Trust’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Trustees; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuits, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements and liabilities other expenses arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by failure to act with respect to the Trust in connection with the matters to which performance of its duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a). Further, unless the Trust shall not be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS is notified or the ALPS’ Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS’ claim in its own name or in the name of the unauthorized payment order within 30 days ALPS’ Indemnitee. ALPS agrees to provide reasonable cooperation in the defense of notification by any ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementClaim. (c) ALPS shall agrees to indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents officers and employees managers (“Trust Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence actions taken or reckless disregard in failures to act with respect to the performance Trust that are not consistent with Section 9(a); (ii) any breach of its duties, obligations this Agreement with ALPS; or responsibilities (iii) any breach of ALPS’ representations set forth in this Agreement. Section 9 (d) Notwithstanding anything a “Trust Claim”). ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in this Agreement to its own name or in the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as name of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situationTrust Indemnitee. The Indemnifying Party shall have the option Trust agrees to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, provide reasonable cooperation in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentTrust Claim.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrarycontrary ALPS and each of its affiliates, neither party members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust for any action or inaction of any ALPS Associate except to the extent of direct Losses1 finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or fraud of ALPS in the performance of ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement to the other party hereto or an Authorized Participant Agreement. Under no circumstances shall ALPS Associates be liable for any punitiveLosses that are indirect, special, incidental, consequential, special punitive, exemplary or indirect enhanced or that represent lost profits, opportunity costs or diminution of value. 1 As used in this Agreement, the term “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or other losses of any kind. (c) The Trust shall indemnify, defend and hold harmless ALPS Associates from and against Losses (including legal fees and costs to enforce this provision) that ALPS Associates suffer, incur, or damages. Any indemnification payable by pay as a result of any third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to this Agreement shall be net or an Authorized Participant Agreement (“Claims”), including but not limited to: (i) all actions taken by ALPS or ALPS Associates that are necessary to provide the services under this Agreement and/or an Authorized Participant Agreement, or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or (ii) any Claims that the registration statement, prospectus, statement of insurance maintained additional information, shareholder report, sales literature and advertisements approved for use by the indemnified party Trust and/or the Trust’s investment adviser or other information filed or made public by the Trust (as from time to time amended) include an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the time prospectus and statement of additional information, in light of the claim giving rise to indemnity hereunder is alleged to have arisen to circumstances under which they were made) not misleading under the extent it covers such claim1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (ed) In Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any case Claims (or in which either party (the “Indemnifying Party”enforcing this provision) may shall be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery paid by the Indemnified Party and shall keep Trust on a quarterly basis prior to the Indemnifying Party advised with respect final disposition of such matter upon receipt by the Trust of an undertaking by ALPS to all developments concerning repay such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense amount if it shall be conducted by counsel chosen determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by the Indemnifying Party and reasonably satisfactory Trust of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentcontractually waived.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the FundTrust’s investment adviser or custodian or any authorized third party on behalf of the Fund Trust that ALPS reasonably believes in good faith to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) the Trust’s failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the TrustFund’s investment adviser and their respective officers, trustees, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim; provided, however, the Indemnified Party shall have the right to retain its own counsel at its expense. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action or inaction of Foreside or the CCO relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence, willful misfeasance, fraud or breach of this Agreement. Further, neither Foreside nor the CCO shall be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CCO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside or the CCO reasonably believes in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Foreside Indemnitee to be deemed to protect or indemnify the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 reason of this Agreement. (b) In the absence of its willful misfeasance, bad faith, fraud or negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard or breach of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Foreside Indemnitee (vii) or after the Foreside Indemnitee receives notice of service on any other action or omission designated agent). Notwithstanding the foregoing, failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Foreside Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its Trustees, officers and employees and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its Trustees, officers and employees and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect or indemnify any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reason of its reckless disregard or breach of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Notwithstanding the foregoing, failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Foreside, shall be solely responsible for approval of the designation of the CCO, as well as for removing the CCO, as the case may be, from his or her responsibilities related to the Funds in accordance with Rule 38a-1. Therefore, notwithstanding the provisions of this Section 3, the Fund Company shall supervise the activities of the CCO with regard to such activities. (f) The Fund Company agrees that Foreside, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of two times the amount of fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall the parties hereto or their respective employees, officers and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (g) Foreside shall not confess any claim be liable for the errors of other service providers to the Fund Company or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not liable to the Trust, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employees, shall not be liable formanagers, and any person who controls ALPS within the Trust agrees to indemnifymeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, defend an “ALPS Indemnitee”), against and hold harmless such persons fromfrom any and all claims, all taxesdemands, chargesactions, expensessuits, disbursementsjudgments, assessmentsadministrative proceedings or investigations, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising out of or in any way related to ALPS’s actions taken or failures to act in connection with the performance of any duties or obligations under applicable federal this Agreement (an “ALPS Claim”); provided, however, that nothing contained herein shall entitle an ALPS Indemnitee to indemnification with respect to any ALPS Claim arising from ALPS’s own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’s bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the last sentence of Section 3(a) hereof. Further, the Trust shall not be required to indemnify any ALPS Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and state laws) arising directly reasonable opportunity to defend against the ALPS Claim in its own name or indirectly from in the following:name of the ALPS Indemnitee. (ic) ALPS agrees to indemnify and hold harmless the inaccuracy of factual information furnished to ALPS by Trust and the Fund’s investment adviser and their employees, agents, trustees/directors, officers and managers and any person who controls the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf within the meaning of Section 15 of the Fund; (ii) any reasonable error of judgment 1933 Act or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf Section 20 of the Fund that ALPS reasonably believes to be genuine; 1934 Act (iv) failure to satisfy requests to cancel or amend payment orderseach, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment ordera “Trust Indemnitee”), provided that ALPS complies with the payment order instructions as received against and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement with ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with respect to any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trustee Indemnitee, (ii) action or inaction by ALPS or the PFO in good faith reliance upon (a) instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Board. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Fund or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasancemisconduct, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state lawsdisbursements) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser or adviser, custodian or any authorized third party other service providers on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) any actions taken on advice of counsel; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (ivvi) loss of data or service interruptions caused by equipment failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with in the payment order instructions as received and with the Security Procedure (as defined belowcase of equipment under ALPS’ control, such equipment has been maintained using reasonable care); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents trustees, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from any material breach of this Agreement by ALPS due to ALPS’ willful misfeasancemisconduct, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of ALPS’s duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Funds or any of the Funds’ stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933, shall not be liable foras amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “ALPS Indemnitee”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuites, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising out of or in any way related to ALPS’s actions taken or failure to act in connection with the performance of any of its duties or obligations under applicable federal this Agreement (an “ALPS Claim”); provided, however, that nothing contained herein shall entitle an ALPS Indemnitee to indemnification with respect to any ALPS Claim arising from ALPS’s own bad faith, reckless disregard, gross negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’s bad faith, reckless disregard, gross negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the last sentence of Section 9(a) hereof. Further, the Trust shall not be required to indemnify any ALPS Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and state laws) arising directly reasonable opportunity to defend against the ALPS Claim in its own name or indirectly from in the following:name of the ALPS Indemnitee. (ic) ALPS agrees to indemnify and hold harmless the inaccuracy of factual information furnished to ALPS by Trust and the Fund’s investment adviser and their employees, agents, trustees/directors, officers and managers and any person who controls the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf within the meaning of Section 15 of the Fund; (ii) any reasonable error of judgment 1933 Act or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf Section 20 of the Fund that ALPS reasonably believes to be genuine; 1934 Act (iv) failure to satisfy requests to cancel or amend payment orderseach, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment ordera “Trust Indemnitee”), provided that ALPS complies with the payment order instructions as received against and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement by ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, gross negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trust Indemnitee, (ii) action or inaction by ALPS or the CCO in good faith reliance upon (a) Instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Trustees. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything The Board of the Trust, the Trustees in their individual capacities and the shareholders of the Funds shall not be liable for any obligation of the Trust or the Funds under this Agreement Agreement, and ALPS agrees that in asserting any rights or claims hereunder it shall look only to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as assets and property of the time Funds to which the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimright(s) or claim(s) relate. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so ALPS shall not prevent recovery by be liable for the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject errors of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal Service Providers or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Trust or any of the Trust’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Trust or any of the Trust’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust or Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Trust’s Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuites, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by ALPS’ actions taken or failure to act with respect to the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, gross negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a). Further, unless the Trust shall be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS is notified or the ALPS’ Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS’ claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementALPS’ Indemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and each of their employees, the Trust’s investment adviser and their respective officersagents, directors, agents officers and employees managers (“Trust Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence actions taken or reckless disregard in failures to act with respect to the performance Trust that are not consistent with Section 9(a); (ii) any breach of its duties, obligations this Agreement with ALPS; or responsibilities (iii) any breach of ALPS’ representations set forth in this AgreementSection 9 (a “Trust Claim”). ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust, the Trust or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Trust or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir respective systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in good faith writing or as may be required by law. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to exercise commercially reasonable care and diligence CLIENT or any of CLIENT’s shareholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of its ALPS’ duties or obligations under this Agreement. Further, including with regard ALPS shall not be liable to CLIENT or any of CLIENT’s shareholders for any action taken, or failure to act, that is in good faith reliance upon: (i) the processing advice and opinion of investments checks using mutually agreed upon procedures. The parties agree that Fund counsel; and (ii) any encoding or payment processing errors shall be governed by this standard certified copy of care and Section 4-209 any resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceCLIENT agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuits, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failure to act with respect to CLIENT in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle a ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a). Further, unless CLIENT shall not be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS is notified or the ALPS’ Indemnitee does not give CLIENT written notice of and reasonable opportunity to defend against the ALPS’ claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementALPS’ Indemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustCLIENT, the Trust’s investment adviser its employees, agents, Trustees, officers and their respective officersmanagers (“CLIENT Indemnitees”), directors, agents against and employees from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly or indirectly from ALPS’ willful misfeasance, own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement; or (ii) any breach of ALPS’ representations set forth in Section 10 (in either case of (i) or (ii), a “Fund Claim”). For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the last sentence of Section 3(a). ALPS shall not be required to indemnify any CLIENT Indemnitee if, prior to confession any Fund Claim against the CLIENT Indemnitee, CLIENT or the CLIENT Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Fund Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe CLIENT Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Fund or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Adviser, the Trust, the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not liable to the Adviser, the Trust, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel in writing; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In The Adviser and the absence of willful misfeasanceTrust, bad faithseverally and not jointly, negligence or reckless disregard by ALPS in the performance of each agrees to indemnify and hold harmless ALPS, its dutiesemployees, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employees, shall not be liable formanagers, and any person who controls ALPS within the Trust agrees to indemnifymeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, defend an “ALPS Indemnitee”), against and hold harmless such persons fromfrom any and all claims, all taxesdemands, chargesactions, expensessuits, disbursementsjudgments, assessmentsadministrative proceedings or investigations, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failures to act in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a) hereof. Further, unless neither the Adviser nor the Trust shall be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Adviser or the Trust, as applicable, written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the Trust, Adviser and the Trust’s investment adviser Trust and their respective officersemployees, agents, trustees/directors, agents officers and employees managers and any person who controls the Adviser or the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement with ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with respect to any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trustee Indemnitee, (ii) action or inaction by ALPS or the PFO in good faith reliance upon (a) instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel in writing, or (c) any certified copy of any resolution of the Board. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Adviser, the Trust or the Trust Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything in this Agreement to the contrary, neither party ALPS shall not be liable under this Agreement to for the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as errors of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimService Providers or their systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ ’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the TrustFund’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, ALPS will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of security holder instructions, but ALPS will discuss with the Trust ALPS’s accepting liability for an “as of” on a case-by-case basis and may accept financial responsibility for a particular situation resulting in a financial loss to the Trust where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, ALPS, in its discretion, believes ALPS’s conduct was culpable and ALPS’s conduct is the sole cause of the loss. A loss is “material” for purposes of this Section 4(c) when it results in a pricing error on a given day which is (i) greater than a negligible amount per securityholder, (ii) equals or exceeds one ($.01) full cent per share times the number of shares outstanding or (iii) equals or exceeds the product of one-half of one percent (½%) times a Fund’s net asset value per share times the number of shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When ALPS concludes that it should contribute to the settlement of a loss, ALPS’s responsibility will commence with that portion of the loss over $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the Services and shall not be liable to the Fund or any of the Fund’s shareholders for any action or inaction of Foreside or the CFO/Treasurer relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Foreside nor the CFO/Treasurer shall be liable to the Fund or any of the Fund’s shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CFO/Treasurer shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside and/or the CFO/Treasurer reasonably believe in good faith to be genuine. (b) The Fund agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund in favor of any Foreside Indemnitee to be deemed to protect the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, or (ii) is the Fund to be liable with respect to any claim made against any Foreside Indemnitee unless the Foreside Indemnitee notifies the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim are served upon the Foreside Indemnitee (or after the Foreside Indemnitee receives notice of service on any designated agent). Failure to notify the Fund of any claim shall not be liable for, and relieve the Trust agrees Fund from any liability that it may have to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly any Foreside Indemnitee unless failure or indirectly from delay to so notify the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Fund prejudices the Fund’s investment adviser or custodian or any authorized third party on behalf of ability to defend against such claim. The Fund shall be entitled to participate at its own expense in the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instructiondefense, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment ordersor, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund and each of its trustees and officers and any person who controls the Fund within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund and each of its trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) Foreside shall not be liable for the errors of service providers to the Fund or their systems. (f) The Fund agrees that Foreside, its employees, officers and directors shall not be liable to the Fund for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the Services for an aggregate amount in excess of the fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall either party or their respective employees, officers, directors and trustees be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). The foregoing paragraphs of this Section 3(f) shall not confess be construed to protect the CFO/Treasurer against any claim liability to the Fund or make any compromise to its security holders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentconduct of his or her office.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement. Foreside shall not be liable to the Fund or any of the Fund’s stockholders for any action or inaction of Foreside relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of Foreside’s duties or obligations under this Agreement. Further, Foreside shall not liable to the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Fund counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and Foreside shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Fund agrees to indemnify and hold harmless Foreside, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls Foreside within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“Foreside Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuits, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Foreside’s actions taken or failures to act with respect to the Fund in connection with the performance of any duties or obligations under this Agreement (a “Foreside Claim”); provided, however, that nothing contained herein shall entitle a Foreside Indemnitee to indemnification with respect to any Foreside claim arising from Foreside’s own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, Foreside’s bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by Foreside consistent with the last sentence of Section 3(a). Further, the Fund shall not be required to indemnify any Foreside Indemnitee if, prior to confessing any Foreside Claim against the Foreside Indemnitee, Foreside or the Foreside Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the Foreside claim in its own name or in the name of the Foreside Indemnitee. (c) Foreside agrees to indemnify and hold harmless the Fund, its employees, agents, directors, officers and managers (“Fund Indemnitees”), against and from any and all claims, demands, actions, suits, judgments judgments, administrative proceedings and liabilities (includinginvestigations, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly Foreside’s actions taken or indirectly from ALPS’ willful misfeasance, bad faith, negligence failures to act with respect to the Fund that are not consistent with Section 3(a); (ii) any breach of this Agreement with Foreside; or reckless disregard in the performance (iii) any breach of its duties, obligations or responsibilities Foreside’s representations set forth in this AgreementSection 4 (a “Fund Claim”). Foreside shall not be required to indemnify any Fund Indemnitee if, prior to confessing any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give Xxxxxxxx written notice of and reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) Notwithstanding anything in this Agreement Foreside shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Fund or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Forum shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Forum in good faith writing. Forum shall use its best judgment and efforts in rendering the services described in this Agreement. Forum shall not be liable to exercise commercially reasonable care and diligence a Company or any of the Company's shareholders for any action or inaction of Forum relating to any event whatsoever in the absence of bad faith, willful misfeasance or gross negligence in the performance of Forum's duties or obligations under this Agreement or by reason of Forum's reckless disregard of its duties and obligations under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasanceEach Company agrees to indemnify and hold harmless Forum, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls Forum within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, shall not be liable foras amended (the "1934 Act"), ("Forum Indemnitees"), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuits, expensesjudgments, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Forum's actions taken or failures to act with respect to that Company and its Funds that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Forum Claim"). A Company shall not be required to indemnify any Forum Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the Forum Indemnitee. (c) Forum agrees to indemnify and hold harmless each Company, its employees, agents, directors, officers and managers ("Company Indemnitees"), against and from any and all claims, demands, actions, suits, judgments and liabilities (includingjudgments, without limitationliabilities, attorneys’ losses, damages, costs, charges, reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal out of or in any way related to (i) Forum's actions taken or failures to act with respect to that Company and state lawsits Funds that are not consistent with the standard of care set forth in Section 3(a) arising directly or indirectly from based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Forum's representation set forth in Section 13 (a "Company Claim"). Forum shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the followingCompany Indemnitee, the Company or the Company Indemnitee does not give Forum written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name of the Company Indemnitee. (d) A Forum Indemnitee shall not be liable for any action taken or failure to act in good faith reliance upon: (i) the inaccuracy advice of factual information furnished a Company or of counsel, who may be counsel to ALPS that Company or counsel to Forum, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Forum to be experts in the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fundmatter upon which they are consulted; (ii) any reasonable error of judgment oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or mistake of law or for any loss suffered persons authorized by the Trust in connection with Board or by the matters Administrator to which this Agreement relatesgive such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) ALPS’ reliance on any instruction, direction, notice, instrument written instruction or other information provided by the Trust or the Fund’s investment adviser or custodian or certified copy of any authorized third party on behalf resolution of the Fund that ALPS Board, and Forum may rely upon the genuineness of any such document or copy thereof reasonably believes believed in good faith by Forum to be genuine;have been validly executed; or (iv) failure as to satisfy requests to cancel or amend payment ordersgenuineness, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, provided that ALPS complies with or other document reasonably believed in good faith by Forum to be genuine and to have been signed or presented by the payment order instructions as received Company or other proper party or parties; and with no Forum Indemnitee shall be under any duty or obligation to inquire into the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount validity or invalidity or authority or lack thereof of an unauthorized payment any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) or any other action document or omission instrument which Forum reasonably believes in good faith to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimgenuine. (e) In any case in which either party Forum shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (the “Indemnifying Party”) may be asked other than to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification pursue all reasonable claims against the Indemnifying Party although pricing service based on the failure to do so shall not prevent recovery pricing services' standard contracts entered into by Forum) and errors in information provided by an investment adviser (including prices and pricing formulas and the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject untimely transmission of this indemnificationtrade information), and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory custodian or transfer agent to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentCompany.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS CORRCAST shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS CORRCAST in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS CORRCAST and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following:following (provided, however, that with respect to (ii) and (v) below, the Fund’s obligation to indemnify, defend and hold harmless under this Section 4(b) shall only apply to the extent arising directly or indirectly from the Fund’s or its agents’ willful malfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities): (i) the inaccuracy of factual information furnished to ALPS CORRCAST by the Trust Fund or the Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ CORRCAST’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS CORRCAST reasonably believes to be genuine; (iv) failure to satisfy requests to cancel loss of data or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viiv) any other action or omission to act which ALPS properly CORRCAST takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS CORRCAST shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser adviser, the Fund’s administrator and the Funds’ other service providers and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ CORRCAST’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party Party, although the failure to do so shall not prevent recovery by the Indemnified Party in the absence of actual prejudice to the Indemnifying Party, and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party Part will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent. (f) No party shall be liable for loses, delays, failures, errors, interruptions or losses of data in its performance of its obligations under this Agreement if and to the extent it is caused, directly or indirectly, by reason of circumstances beyond their reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party. In any such event, the non-performing party shall be excused from any further performance and observance of obligations so affected only for so long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Compliance4 shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Compliance4 in writing. Compliance4 shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund or any of the Fund’s shareholders for any action or inaction of Compliance4 or the CCO relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Compliance4 nor the CCO shall be liable to the Fund or any of the Fund’s shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund counsel or counsel to exercise commercially reasonable care and diligence the trustees of the Board who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”); and/or (ii) any certified copy of any resolution of the Board. Neither Compliance4 nor the CCO shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Compliance4 or the CCO reasonably believe in good faith to be genuine. (b) The Fund expressly understands and acknowledges that the services Compliance4 provides pursuant to this Agreement are largely a matter of professional judgment. While Compliance4 takes reasonable precaution to ensure that its services are of professional quality and reflect current regulatory requirements, Compliance4 cannot guarantee that future regulatory and industry changes will not render such services obsolete. (c) To the fullest extent permitted by law, the Fund agrees to indemnify and hold harmless Compliance4, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Compliance4 within the meaning of Section 15 of the Securities Act (any of Compliance4, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Compliance4 Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) Compliance4’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund in favor of any Compliance4 Indemnitee to be deemed to protect the Compliance4 Indemnitee against any liability to which the Compliance4 Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, or (ii) is the Fund to be liable with respect to any claim made against any Compliance4 Indemnitee unless the Compliance4 Indemnitee notifies the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim are served upon the Compliance4 Indemnitee (or after the Compliance4 Indemnitee receives notice of service on any designated agent). Failure to notify the Fund of any claim shall not be liable for, and relieve the Trust agrees Fund from any liability that it may have to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly any Compliance4 Indemnitee unless failure or indirectly from delay to so notify the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Fund prejudices the Fund’s investment adviser or custodian or any authorized third party on behalf of ability to defend against such claim. The Fund shall be entitled to participate at its own expense in the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instructiondefense, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment ordersor, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyCompliance4 Indemnitee, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Compliance4 Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any suit, it will reimburse the Compliance4 Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) Compliance4 agrees to indemnify and hold harmless the Fund and each of its trustees and officers and any person who controls the Fund within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund and each of its trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Compliance4, or (ii) Compliance4’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Compliance4 in favor of any Fund Indemnitee to be deemed to protect any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Compliance4 to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Compliance4 in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Compliance4 of any claim shall not relieve Compliance4 from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Compliance4 prejudices Compliance4’s ability to defend against such claim. Compliance4 shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Compliance4 elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Compliance4 elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Compliance4 does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (e) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(c) or 3(d) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (f) The Fund, and not Compliance4, shall be solely responsible for approval of the designation of the CCO, as well as for removing the CCO, as the case may be, from such person’s responsibilities related to the Fund in accordance with Rule 38a-l. Therefore, notwithstanding the provisions of this Section 3, the Fund shall supervise the activities of the CCO with regard to such activities. (g) The Fund agrees that Compliance4, its employees, officers and directors shall not be liable to the Fund for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of the fees paid to Compliance4 in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall either party or their respective employees, officers, trustees and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (h) Compliance4 shall not confess any claim be liable for the errors of service providers to the Fund or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action or inaction of Foreside or the CCO or AMLO relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Foreside nor the CCO or AMLO shall be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CCO or AMLO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside and/or the CCO and/or the AMLO reasonably believe(s) in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Foreside Indemnitee to be deemed to protect the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Foreside Indemnitee (vii) or after the Foreside Indemnitee receives notice of service on any other action or omission designated agent). Failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Foreside Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its trustees and officers and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Foreside, shall be solely responsible for approval of the designation of the CCO and the AMLO, as well as for removing the CCO and/or AMLO, as the case may be, from his or her responsibilities related to the Funds in accordance with applicable laws, rules and regulations (e.g., Rule 38a-1). Therefore, notwithstanding the provisions of this Section 3, the Fund Company shall supervise the activities of the CCO and the AMLO with regard to such activities. (f) The Fund Company agrees that Foreside, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of the fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall either party or their respective employees, officers, trustees and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (g) Foreside shall not confess any claim be liable for the errors of service providers to the Fund Company or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Adviser, Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Adviser, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel in writing; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In The Trust and the absence of willful misfeasanceAdviser, bad faithseverally and not jointly, negligence or reckless disregard by ALPS in the performance of each agree to indemnify and hold harmless ALPS, its dutiesemployees, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933, shall not be liable foras amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “ALPS Indemnitee”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuites, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising out of or in any way related to ALPS’ actions taken or failure to act in connection with the performance of any of its duties or obligations under applicable federal and state lawsthis Agreement (an “ALPS Claim”); provided, however, that nothing contained herein shall entitle an ALPS Indemnitee to indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the last sentence of Section 9(a) arising directly hereof. Further, neither the Trust nor the Adviser shall be required to indemnify any ALPS Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by Indemnitee does not give the Trust or the Fund’s investment adviser Adviser, as applicable, written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or custodian or any authorized third party on behalf in the name of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the Trust, Trust and the Trust’s investment adviser Adviser and their respective officersits employees, agents, trustees/directors, agents officers and employees managers and any person who controls the Trust or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement by ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trust Indemnitee, (ii) action or inaction by ALPS or the CCO in good faith reliance upon (a) Instructions received from a Trust Indemnitee, (b) the adviser and opinion of Trust counsel, or (c) any certified copy of any resolution of the Trustees. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust, the Adviser or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything The Board of the Trust, the Trustees in their individual capacities and the shareholders of the Fund shall not be liable for any obligation of the Trust or the Fund under this Agreement Agreement, and ALPS agrees that in asserting any rights or claims hereunder it shall look only to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as assets and property of the time Fund to which the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimright(s) or claim(s) relate. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so ALPS shall not prevent recovery by be liable for the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject errors of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal Service Providers or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Administrator agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Administrator or the Fund’s Funds’ investment adviser or advisers, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; provided however, that ALPS shall have policies, procedures and systems in place intended to mitigate losses and damages to the Administrator and/or the Funds, should such events occur, and ALPS shall take reasonably appropriate actions to mitigate such losses or damages. (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementAdministrator. (c) ALPS shall indemnify and hold harmless the TrustFunds, the Trust’s Administrator, the Funds’ investment adviser advisers and their respective officers, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS FFC, in performing under the terms and conditions of this Agreement, shall be obligated use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status hereunder or for any reasonable actions taken or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expense, including any legal expenses, arising out of FFC's performance under this Agreement, or status, or any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken or failures to act in good faith and to exercise commercially reasonable care and diligence in the cases of FFC's own bad faith, willful misconduct or gross negligence performance of its duties under this Agreement; and provided further that FFC shall give the Fund notice and reasonable opportunity to defend against any such loss, including claim, damage, liability or expense in the name of the Fund or FFC, or both. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with regard those available to the processing Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of investments checks using mutually agreed upon proceduresany one law firm retained as counsel by FFC or them. The parties agree that FFC may, at any encoding or payment processing errors shall be governed by this standard of care time, waive its right to indemnification hereunder and Section 4-209 assume its own defense. Without limitation of the Uniform Commercial Code is superseded foregoing: a) FFC may rely upon the advice of the Fund or of counsel, who may be counsel for the Fund or counsel for FFC and upon statements of accountants, brokers and other persons believed by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS it in good faith to be expert in the performance of its dutiesmatters upon which they are consulted, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, FFC shall not be liable for, to anyone for any actions taken in good faith upon such statements. b) FFC may act upon any Oral Instruction which it receives and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS which it believes in good faith was transmitted by the Trust person or persons authorized by the Fund’s investment adviser Board of the Fund to give such Oral Instruction. FFC shall have no duty or custodian obligation to make any inquiry or effort of certification of such Oral Instruction. c) FFC shall not be liable for any authorized third party on behalf action taken in good faith reliance upon any Written Instruction or certified copy of any resolution of the Board of the Fund;, and FFC may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FFC to have been validly executed. (iid) FFC may rely and shall be protected in acting upon any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any signature, instruction, directionrequest, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, instrument consent, order, or other information provided paper document believed by it to be genuine and to have been signed or presented by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the purchaser, Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim proper party or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentparties.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ ’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, Trust and the TrustFund’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, ALPS will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of security holder instructions, but ALPS will discuss with the Trust ALPS accepting liability for an “as of” on a case-by-case basis and may accept financial responsibility for a particular situation resulting in a financial loss to the Trust where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, ALPS, in its discretion, believes ALPS’s conduct was culpable and ALPS’s conduct is the sole cause of the loss. A loss is “material” for purposes of this Section 4(c) when it results in a pricing error on a given day which is (i) greater than a negligible amount per security holder, (ii) equals or exceeds one ($.01) full cent per share times the number of shares outstanding or (iii) equals or exceeds the product of one-half of one percent (½%) times the Fund’s net asset value per share times the number of shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When ALPS concludes that it should contribute to the settlement of a loss, ALPS’s responsibility will commence with that portion of the loss over $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing or as may be required by law. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’s duties or obligations under this Agreement. Further, ALPS shall not liable to the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Fund counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Fund agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employees, shall not be liable formanagers, and any person who controls ALPS within the Trust agrees to indemnifymeaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), defend against and hold harmless such persons fromfrom any and all claims, all taxesdemands, chargesactions, expensessuits, disbursementsjudgments, assessmentsadministrative proceedings or investigations, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from in any way related to ALPS’s actions taken or failures to act with respect to the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle a ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS claim arising from ALPS’s own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’s bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a). Further, unless the Fund shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the ALPS claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustFund, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents officers and employees managers (“Fund Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly ALPS’s actions taken or indirectly from failures to act with respect to the Fund that are not consistent with Section 3(a); (ii) any breach of this Agreement with ALPS’ willful misfeasance, bad faith, negligence ; or reckless disregard in the performance (iii) any breach of its duties, obligations or responsibilities ALPS’s representations set forth in this AgreementSection 4 (a “Fund Claim”). ALPS shall not be required to indemnify any Fund Indemnitee if, prior to confessing any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Fund or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS FFS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by FFS in writing. FFS shall use its best judgment and efforts in rendering the services described in this Agreement. FFS shall not be liable to the Trust or any of the Trust's stockholders for any action or inaction of FFS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of FFS' duties or obligations under this Agreement. Further, FFS shall not liable to the Trust or any of the Trust's stockholders for any action taken or failure to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the followingreliance upon: (i) the inaccuracy advice of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fundcounsel; (ii) any instruction (oral, written or electronic) transmitted by a person or persons authorized by the Trust or the Board to give such instruction; (iii) any certified copy of any resolution of the Board; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document signed or presented by the Trust or other proper party or parties; and FFS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FFS reasonably believes in good faith to be genuine. (b) The Trust agrees to indemnify and hold harmless FFS, its employees, agents, directors, officers and managers and any person who controls FFS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act ("FFS Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, reasonable error counsel fees and other expenses of judgment every nature and character arising out of or mistake of law in any way related to FFS's actions taken or for any loss suffered by failures to act with respect to the Trust in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructiona "FFS Claim"); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes nothing contained herein shall entitle a FFS Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any FFS Claim arising from FFS' own bad faith, reckless disregard, negligence or willful malfeasance (a "FFS Claim"). For purposes of this Agreement, FFS' bad faith, negligence willful malfeasance, or reckless disregard shall not include any action taken or not taken by FFS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a). Further, unless ALPS is notified the Trust shall not be required to indemnify any FFS Indemnitee if, prior to confessing any FFS Claim against the FFS Indemnitee, FFS or the FFS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FFS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFFS Indemnitee. (c) ALPS shall FFS agrees to indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents trustees, officers and employees managers ("Trust Indemnitees"), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly FFS' actions taken or indirectly from ALPS’ willful misfeasance, bad faith, negligence failures to act with respect to the Trust that are not consistent with Section 3(a) or reckless disregard in the performance (ii) any breach of its duties, obligations or responsibilities FFS' representations set forth in this AgreementSection 4 (a "Trust Claim"). FFS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FFS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) Notwithstanding anything in this Agreement FFS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Trust or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmlessThe Trust, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall and not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnificationFFS, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by solely responsible for approval of the Indemnifying Party designation and reasonably satisfactory compensation of the Trust CCO, as well as for removing the CCO from his or her responsibilities related to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses Trust in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except accordance with the Indemnifying Party’s prior written consentRule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not liable to the Trust, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless ALPS, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employees, shall not be liable formanagers, and any person who controls ALPS within the Trust agrees to indemnifymeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, defend an “ALPS Indemnitee”), against and hold harmless such persons fromfrom any and all claims, all taxesdemands, chargesactions, expensessuits, disbursementsjudgments, assessmentsadministrative proceedings or investigations, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust ALPS’ actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust failures to act in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 3(a) hereof. Further, unless the Trust shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and its employees, the Trust’s investment adviser and their respective officersagents, trustees/directors, agents officers and employees managers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement with ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with respect to any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trustee Indemnitee, (ii) action or inaction by ALPS or the PFO in good faith reliance upon (a) instructions received from a Trust Indemnitee, (b) the advice and opinion of Trust counsel, or (c) any certified copy of any resolution of the Board. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Fund or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Trust, on its own behalf or out of Fund assets, agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust or Fund in connection with the matters to which this Agreement relates; (iii) any actions taken on advice of counsel; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementTrust or Fund. (c) ALPS shall indemnify and hold harmless the Trust, the TrustFund, the Fund’s investment adviser and their respective officers, directors, agents trustees, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the FundTrust’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; provided, however, ALPS uses its good faith efforts to perform its obligations under this Agreement; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes in good faith to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) loss of data or service interruptions caused by equipment failure beyond ALPS reasonable control; provided, however, ALPS uses its good faith efforts to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment orderperform its obligations under this Agreement; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to Trust. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, trustees/directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s Portfolios’ investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (iv) ALPS’ ’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementPortfolios. (c) ALPS shall indemnify and hold harmless the TrustFund, the Trust’s Portfolios’ investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS FFC, in performing under the terms and conditions of this Agreement, shall be obligated use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status hereunder or for any reasonable actions taken or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expense, including any legal expenses, arising out of FFC's performance under this Agreement, or status, or any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken or failures to act in good faith and to exercise commercially reasonable care and diligence cases of FFC's own bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement; and provided further that FFC shall give the Fund notice and reasonable opportunity to defend against any such loss, including claim, damage, liability or expense in the name of the Fund or FFC, or both. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with regard those available to the processing Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of investments checks using mutually agreed upon proceduresany one law firm retained as counsel by FFC or them. The parties agree that FFC may, at any encoding or payment processing errors shall be governed by this standard of care time, waive its right to indemnification hereunder and Section 4-209 assume its own defense. Without limitation of the Uniform Commercial Code is superseded foregoing: (a) FFC may rely upon the advice of the Fund or counsel to the Fund or FFC, and upon statements of accountants, brokers and other persons believed by this Section 4 of this Agreement.FFC in good faith to be expert in the matters upon which are consulted. FFC shall not be liable for any action taken in good faith reliance upon such advice or statements; (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, FFC shall not be liable forfor any action reasonably taken in good faith reliance upon any Written Instructions or certified copy of any resolution of the Board; provided, however, that upon receipt of a Written Instruction countermanding a prior Instruction that has not been fully executed by FFC, FFC shall verify the content of the second Instruction and honor it, to the extent possible. FFC may rely upon the genuineness of any such document, or copy thereof, reasonably believed by FFC in good faith to have been validly executed; (c) FFC may rely, and shall be protected by the Trust agrees Fund in acting, upon any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other paper or document reasonably believed by it in good faith to indemnify, defend be genuine and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly to have been signed or indirectly from presented by the following:proper party or parties; and (id) FFC may, with the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf consent of the Fund; (ii) any reasonable error , which consent shall not be withheld unreasonably, subcontract the performance of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instructionall, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of portion of, the Fund that ALPS reasonably believes services to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest hereunder with respect to any Shareholder or group of Shareholders to any Processing Organization or agent of FFC and may reimburse any such Processing Organization or agent for the refundable services it performs; provided that no such reimbursement will increase the amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification payable by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, trustees/directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy any reasonable actions taken on advice of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fundcounsel; (ii) any losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable error control, including without limitation, acts of judgment God, action or mistake inaction of law civil or for any loss suffered military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by the Trust in connection with the matters to which this Agreement relatesa third party; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel loss of data or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viiv) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall be entitled to rely on information and data provided by third-party service provider(s), the Fund, the Fund’s investment adviser, or other authorized representative of such parties without further investigation or verification. ALPS shall have no liability and shall be indemnified by the Fund for any losses or claims with respect to such reliance. (d) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, trustees/directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (de) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (ef) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the FundTrust’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by that ALPS receives from the Trust or the FundTrust’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fund other service providers that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case Fund compliance with investment objectives, policies and restrictions of the Trust is the responsibility of the Trust’s investment adviser. Any post-trade compliance testing performed by ALPS is based upon information contained in which either source reports received from the Trust’s investment adviser and supplemental data from certain third-party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmlesssources. As such, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery Fund compliance tests performed by ALPS are limited by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted information received by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentALPS.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Forum shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Forum in good faith writing. Forum shall use its best judgment and efforts in rendering the services described in this Agreement. Forum shall not be liable to exercise commercially reasonable care and diligence the Trust or any of the Trust's shareholders for any action or inaction of Forum relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance or disregard of its Forum's duties or obligations under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless Forum, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls Forum within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, shall not be liable foras amended (the "1934 Act"), ("Forum Indemnitees"), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuits, expensesjudgments, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust Forum's actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters failures to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest act with respect to a Fund that are consistent with the refundable amount standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an unauthorized payment orderitem described in Section 3(d) (a "Forum Claim"). The Trust shall not be required to indemnify any Forum Indemnitee if, unless ALPS is notified prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementForum Indemnitee. (c) ALPS shall Forum agrees to indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents officers and employees managers and any person who controls the Trust within the meaning of section 15 of the Securities Act or section 20 of the 1934 Act ("Trust Indemnitees"), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly Forum's actions taken or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in failures to act with respect to a Fund that are not consistent with the performance standard of its duties, obligations or responsibilities care set forth in this AgreementSection 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Forum's representation set forth in Section 13 (a "Trust Claim"). Forum shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee.] (d) Notwithstanding anything A Forum Indemnitee shall not be liable for any action taken or failure to act in this Agreement good faith reliance upon: (i) the advice of the Trust or of reputable counsel, who may be counsel to the contraryTrust or counsel to Forum, neither or the advice of in-house counsel of the Administrator or its affiliates; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Forum may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Forum to have been validly executed; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Forum to be genuine and to have been signed or presented by the Trust or other proper party or parties; and no Forum Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Forum reasonably believes in good faith to be genuine. (e) Forum shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Forum) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Trust. (f) Forum shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least $0.01 per Fund share but that, as a percentage of Recalculated NAV of such Fund, is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least $0.01 per Fund share and that, as a percentage of Recalculated NAV of such Fund, is at least 1/2 of 1%; provided, however, that Forum shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences a loss during any NAV Error Period of less than $10. (g) For purposes of this Agreement, (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected, (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 per Fund share or more exists, (iii) NAV Differences and any Forum liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated, (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement to the other party hereto for a particular NAV error, Fund (or Class) losses and gains shall be netted and (v) in calculating any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to amount for which Forum would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimnetted. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s Funds’ investment adviser adviser, custodians or custodian other service providers that are not affiliated with ALPS and are not a party that ALPS has employed or any authorized third party on behalf affiliated itself with pursuant to Section 1(b) of the Fundthis Agreement; (ii) any reasonable error untrue statement of judgment a material fact or mistake omission of law a material fact required to be stated or for necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act or any other statute or the common law, in any registration statement, prospectus, statement of additional information, shareholder report or other information filed or made public by the Trust (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by ALPS or on behalf of ALPS by a person or entity that is affiliated with ALPS or is a party that ALPS has employed or affiliated itself with pursuant to Section 1(b) of this Agreement; (iii) any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iiiiv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party other than an affiliate of ALPS or a party that ALPS has employed or affiliated itself with pursuant to Section 1(b) of this Agreement; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by that ALPS receives from the Trust or a Fund or the Fund’s Funds’ investment adviser or adviser, custodian or any authorized third other service providers to the Trust other than an affiliate of ALPS or a party on behalf that ALPS has employed or affiliated itself with pursuant to Section 1(b) of the Fund this Agreement and that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementTrust. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s Funds’ investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as set forth in good faith Section 2 hereof, as specifically set forth herein, or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement. Foreside shall not be liable to exercise commercially reasonable care and diligence the Client or any Fund’s shareholders for any action or inaction of Foreside relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of Foreside’s duties or obligations under this Agreement or by reason of Foreside’s reckless disregard of its duties and obligations under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In The Client agrees, for the absence account of willful misfeasancethe applicable Funds, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend indemnify and hold harmless such persons fromeach of FCS and FMS and their employees and agents, directors and officers, including without limitation, the CCO, AMLCO and the PFO (“Foreside Indemnitees”), against and from any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsliabilities, losses, damages, penaltiescosts, charges, and reasonable counsel fees arising out of Foreside’s actions taken or failures to act with respect to the Client or a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “Foreside Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Client shall not be required to indemnify any Foreside Indemnitee if the Foreside Indemnitee does not give the Client written notice of and reasonable opportunity to defend against the Foreside Claim in its own name or in the name of the Foreside Indemnitee. (c) Foreside agrees to indemnify and hold harmless the Client, its Funds, their employees, directors and officers (“Client Indemnitees”), against and from any and all claims, demands, actions, suits, judgments and liabilities (includingjudgments, without limitationliabilities, attorneys’ losses, damages, costs, charges, reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal out of: (i) Foreside’s actions taken or failures to act with respect to a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d); (ii) any breach of Foreside’s representation set forth in Section 13; (iii) any breach of this Agreement, or any representation or warranty contained herein, by Foreside or (iv) Foreside’s violation of law (each a “Client Claim”). Foreside shall not be required to indemnify any Client Indemnitee if, prior to confessing any Client Claim against the Client Indemnitee, the Client or the Client Indemnitee does not give Foreside written notice of and state lawsreasonable opportunity to defend against the Client Claim in its own name or in the name of the Client Indemnitee. (d) arising directly A Foreside Indemnitee shall not be liable for any action taken or indirectly from the followingfailure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder: (i) the inaccuracy advice of factual information furnished to ALPS by the Trust Client, a Fund, such Fund’s outside counsel, the Client’s outside counsel, Independent Director counsel or the FundFunds’ or Client’s investment adviser or custodian or any authorized third party on behalf of the Fundindependent accountants; (ii) any reasonable error of judgment oral instruction that it receives and that it reasonably believes in good faith was transmitted by a person or mistake of law or for any loss suffered persons authorized by the Trust Board to give such oral instruction. Provided that Foreside has such reasonable belief in connection with the matters good faith, Foreside shall have no duty or obligation to which this Agreement relatesmake any inquiry or effort of certification of such oral instruction; (iii) ALPS’ reliance on any written instruction or certified copy of any resolution of the Board, and Foreside may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Foreside to have been validly executed; or (iv) as to genuineness, any signature, instruction, directionrequest, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, instrument consent, order, or other information provided document reasonably believed in good faith by the Trust Foreside to be genuine and to have been signed or the Fund’s investment adviser presented by or custodian or any authorized third party on behalf of the Fund that ALPS Client or a Fund; and no Foreside Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside reasonably believes in good faith to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case Foreside shall not be liable for the errors of other Service Providers or their systems, except to the extent such Service Provider is an affiliate of Foreside. (f) The Client, and not Foreside, shall be solely responsible for the designation and level of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the Fund, in which either party (accordance with Rule 38a-1. Therefore, notwithstanding the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmlessprovisions of this Section 3, the Indemnified Party will notify Client shall supervise the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense activities of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of Fund CCO with regard to such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentactivities.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the Services and shall not be liable to the Fund or any of the Fund’s stockholders for any action or inaction of Foreside or the PFO/Treasurer relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence, willful misfeasance, fraud or breach of this Agreement. Further, neither Foreside nor the PFO/Treasurer shall be liable to the Fund or any of the Fund’s stockholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the PFO/Treasurer shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside and/or the PFO/Treasurer reasonably believe(s) in good faith to be genuine. (b) The Fund agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund in favor of any Foreside Indemnitee to be deemed to protect or indemnify the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 reason of this Agreement. (b) In the absence of its willful misfeasance, bad faith, negligence or reckless disregard by ALPS fraud in the performance of its duties, duties or by reason of its reckless disregard or breach of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliatesor (ii) is the Fund to be liable with respect to any claim made against any Foreside Indemnitee unless the Foreside Indemnitee notifies the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim are served upon the Foreside Indemnitee (or after the Foreside Indemnitee receives notice of service on any designated agent). Notwithstanding the foregoing, including their respective officers, directors, agents and employees, failure to notify the Fund of any claim shall not be liable for, and relieve the Trust agrees Fund from any liability that it may have to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly any Foreside Indemnitee unless failure or indirectly from delay to so notify the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Fund prejudices the Fund’s investment adviser or custodian or any authorized third party on behalf of ability to defend against such claim. The Fund shall be entitled to participate at its own expense in the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instructiondefense, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment ordersor, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund and each of its Trustees, officers and employees and any person who controls the Fund within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund and each of its Trustees, officers and employees and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect or indemnify any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard or breach of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Notwithstanding the foregoing, failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) Foreside shall not be liable for the errors of other service providers to the Fund or their systems. (f) The Fund agrees that Foreside, its employees, officers and directors shall not be liable to the Fund for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the Services for an aggregate amount in excess of two times the amount of fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall the parties hereto or their respective employees, officers and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). The foregoing paragraphs of this Section 3(f) shall not confess be construed to protect the PFO/Treasurer against any claim liability to the Fund or make any compromise to its security holders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentconduct of his or her office.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors/trustees, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by an officer of the Trust Fund or an officer the Fund’s investment adviser or adviser, custodian or other service providers (excluding for this purpose ALPS or any authorized third party on behalf of the Fundits affiliates); (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust Fund or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (viiiv) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the Trust’s investment adviser Advisor and their respective officers, directors/trustees, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party Party, although the failure to do so shall not prevent recovery by the Indemnified Party Party, and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust or any of the shareholders of the Trust’s series for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Trust’s Affiliates or any of the shareholders of the Trust’s series for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust or Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Trust’s Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, The Trust agrees to indemnify and hold harmless ALPS and its affiliatesAffiliates, including their respective officersemployees, agents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (“ALPS Indemnitees”), shall not be liable foragainst and from any and all claims, and the Trust agrees to indemnifydemands, defend and hold harmless such persons fromactions, all taxessuites, chargesjudgments, expensesadministrative proceedings or investigations, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by ALPS’ actions taken or failure to act with respect to the Trust or the FundTrust’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Affiliates in connection with the matters to which performance of any duties or obligations under this Agreement relates; (iii) ALPS’ reliance on any instructionan “ALPS Claim”); provided, directionhowever, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that nothing contained herein shall entitle an ALPS reasonably believes Indemnitee to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, gross negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, gross negligence or reckless disregard shall not include any action taken or not taken by ALPS consistent with the refundable amount last sentence of an unauthorized payment orderSection 9(a) of this Agreement. Further, unless the Trust shall not be required to indemnify any ALPS is notified Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or the ALPS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the TrustTrust and its Affiliates, the Trust’s investment adviser and their respective officersemployees, agents, directors, agents officers and employees managers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (“Trust Indemnitees”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) out of or in any way related to any breach of this Agreement with ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with respect to any Trust Claim arising directly or indirectly from ALPS’ willful misfeasance, the Trust’s own bad faith, reckless disregard, gross negligence or reckless disregard willful malfeasance, or breach of this Agreement. ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust Indemnitee does not give ALPS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything in this Agreement ALPS shall not be liable for the errors of other service providers to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special Trust or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimtheir respective systems. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Forum shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Forum in good faith writing. Forum shall use its best judgment and efforts in rendering the services described in this Agreement. Forum shall not be liable to exercise commercially reasonable care and diligence the Trust or any of the Trust's shareholders for any action or inaction of Forum relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance or disregard of its Forum's duties or obligations under this Agreement; provided, including however, that with regard respect to any activity outside of normal processing Forum shall not be liable to the Trust or any of the Trust's shareholders for any action or inaction of Forum relating to any event whatsoever in the absence of bad faith, willful misfeasance or gross negligence in the performance or disregard of Forum's duties or obligations under this Agreement. An activity related to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors data shall be governed by this standard deemed to be outside of care normal processing if Forum is willing and Section 4able to accept the data (from whatever source) electronically and, after Forum has given the Trust 90 days' notice of such ability, the data is not transmitted to Forum in an electronic format that may be manipulated and that contains sufficient imbedded detail to define each piece of data; provided, however, that such notice shall not be required with respect to (i) portfolio investment purchases and sales and rate changes, (ii) custody account activity and positions, (iii) capital transactions, (iv) broker quotes and non-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreementproprietary fund prices and factors. (b) In the absence of willful misfeasanceThe Trust agrees to indemnify and hold harmless Forum, bad faithits employees, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls Forum within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, shall not be liable foras amended (the "1934 Act"), ("Forum Indemnitees"), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuits, expensesjudgments, disbursements, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state laws) arising directly out of or indirectly from the following: (i) the inaccuracy of factual information furnished in any way related to ALPS by the Trust Forum's actions taken or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters failures to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest act with respect to a Fund that are consistent with the refundable amount standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an unauthorized payment orderitem described in Section 3(d) (a "Forum Claim"). The Trust shall not be required to indemnify any Forum Indemnitee if, unless ALPS is notified prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementForum Indemnitee. (c) ALPS shall Forum agrees to indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officersits employees, agents, directors, agents officers and employees managers and any person who controls the Trust within the meaning of section 15 of the Securities Act or section 20 of the 1934 Act ("Trust Indemnitees"), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to (i) arising directly Forum's actions taken or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in failures to act with respect to a Fund that are not consistent with the performance standard of its duties, obligations or responsibilities care set forth in this AgreementSection 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Forum's representation set forth in Section 13 (a "Trust Claim"). Forum shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) Notwithstanding anything A Forum Indemnitee shall not be liable for any action taken or failure to act in this Agreement good faith reliance upon: (i) the advice of the Trust or of reputable counsel to the contraryTrust, neither or the advice of in-house counsel of the Administrator or its affiliates; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized in a writing delivered to Forum by the Board or by the Administrator to give such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Forum may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Forum to have been validly executed; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Forum to be genuine and to have been signed or presented by the Trust or other proper party or parties; and no Forum Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Forum reasonably believes in good faith to be genuine. (e) Forum shall not be liable for the errors of other service providers to the Trust or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Forum) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Trust. (f) Forum shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least $0.01 per Fund share but that, as a percentage of Recalculated NAV of such Fund, is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least $0.01 per Fund share and that, as a percentage of Recalculated NAV of such Fund, is at least 1/2 of 1%; provided, however, that Forum shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes of this Agreement, (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected, (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 per Fund share or more exists, (iii) NAV Differences and any Forum liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated, (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement to the other party hereto for a particular NAV error, Fund (or Class) losses and gains shall be netted and (v) in calculating any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to amount for which Forum would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimnetted. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence negligence, or reckless disregard by ALPS in the performance of its duties, obligations obligations, or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents agents, and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments judgments, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the FundTrust’s investment adviser adviser, custodian, or custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature, or non-performance by a third party; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment orderequipment failure; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments judgments, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence negligence, or reckless disregard in the performance of its duties, obligations obligations, or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action or inaction of Foreside or the CCO relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Foreside nor the CCO shall be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CCO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside or the CCO reasonably believe in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Foreside Indemnitee to be deemed to protect the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Foreside Indemnitee (vii) or after the Foreside Indemnitee receives notice of service on any other action or omission designated agent). Failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Foreside Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its trustees and officers and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Foreside, shall be solely responsible for approval of the designation of the CCO, as well as for removing the CCO, as the case may be, from his or her responsibilities related to the Funds in accordance with Rule 38a-1. Therefore, notwithstanding the provisions of this Section 3, the Fund Company shall supervise the activities of the CCO with regard to such activities. (f) The Fund Company agrees that Foreside, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of the fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall either party or their respective employees, officers, directors and trustees be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (g) Foreside shall not confess any claim be liable for the errors of service providers to the Fund Company or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) any wrongful act of the Fund or any of its employees; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (viiv) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementFund. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents trustees, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and that Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) ALPS agrees to use its best efforts to perform its obligations under this Agreement in conformity with the service standards specified in Appendix H attached hereto. (c) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the each of MF Trust and Forward Funds, as applicable, agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Trusts or the a Fund’s investment adviser Advisor or custodian or any authorized third party on behalf of the a Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relateslaw; (iii) ALPS’ ’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust Trusts or the a Fund’s investment adviser Advisor or custodian or any authorized third party on behalf of the a Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trusts pursuant to this Agreement. (cd) ALPS shall indemnify indemnify, defend and hold harmless each of MF Trust and Forward Funds, each Fund and the Trust, the Trust’s investment adviser Advisors and their respective officers, trustees, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, to the extent consistent with applicable law, requirements and guidance as promulgated by the SEC, ALPS shall not be liable to the Trust or any shareholder of the Trust for any net loss to the Trust, after amounts debited or credited to shareholders in accordance with the Trust’s policies, if a pricing error resulting from an “as-of” adjustment for which ALPS would otherwise be liable under this Agreement is less than $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). This computation is based upon the actual difference and is not based upon the rounding of the NAV to the nearest cent per share. In the event that such a pricing error is caused, at least in part, by ALPS’s failure to comply with its standard of care under this Agreement and results in a net loss to the Fund that equals or exceeds $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio, the parties agree to negotiate in good faith as to the allocation of responsibility for, and the appropriate settlement of, such loss. (de) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. For the avoidance of doubt, and notwithstanding anything contained in this Agreement, MF Trust and Forward Funds shall be severally, but not jointly, liable for all purposes hereunder. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (ef) In any case in which either a party (the “Indemnifying Party”) may be asked to indemnify or hold the other another party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly as soon as practicable after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Neither Foreside nor the appointed Foreside PFO shall be obligated liable to the Fund or any of the Fund’s beneficial owners for any action taken or failure to act in good faith reliance upon: (i) the advice and opinion of Fund counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the appointed Foreside PFO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside and/or the Foreside PFO reasonably believe in good faith to be genuine. (b) The Fund agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the 1933 Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund in favor of any Foreside Indemnitee to be deemed to protect the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and or (ii) is the Fund to be liable with respect to any claim made against any Foreside Indemnitee unless the Foreside Indemnitee notifies the Fund in writing of the claim at its affiliatesprincipal offices in Chicago, including their respective officers, directors, agents and employees, Illinois within a reasonable time after the summons or other first written notification giving information of the nature of the claim are served upon Foreside Indemnitee (or after Foreside Indemnitee receives notice of service on any designated agent). Failure to notify the Fund of any claim shall not be liable for, and relieve the Trust agrees Fund from any liability that it may have to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly any Foreside Indemnitee unless failure or indirectly from delay to so notify the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Fund prejudices the Fund’s investment adviser or custodian or any authorized third party on behalf of ability to defend against such claim. The Fund shall be entitled to participate at its own expense in the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instructiondefense, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment ordersor, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund and each of its Trustees and officers and any person who controls the Fund within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Fund and each of its Trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) any wrongful act of Foreside or any of its directors, officers, employees or affiliates, (ii) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (iii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitees to be deemed to protect any Fund Indemnitees against any liability to which such Fund Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund, its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund, its officers and Trustees or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 3(a) or 3(b) above, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentaction.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence negligence, or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or Fund, the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or Fund, the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party (except to the extent that the failure to so notify results in additional costs or damages or results in prejudice to the rights and defenses otherwise available to the Indemnifying Party) and shall keep the Indemnifying Party reasonably advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and to the extent that thereafter the Indemnified Party shall sustain no further legal or other expenses in respect of such claim, they shall be the Indemnified Party’s sole responsibility. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS In performing the services hereunder, the Administrator shall act without negligence, bad faith, willful misconduct or fraud and with the reasonable care, prudence, diligence and skill that may be reasonably expected of a leading provider of fund administration services in carrying out all of its duties and obligations under this Agreement. The Administrator shall be obligated kept indemnified by and shall be without liability to act the Fund for any action taken or omitted by it in good faith and without negligence; provided that, the Administrator shall not be indemnified against any liability arising out of the Administrator’s failure to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by set out in this Section 4 of this Agreementparagraph. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in The Administrator shall be responsible for the performance only of its duties, obligations or responsibilities such duties as are set forth in this AgreementAgreement and, ALPS and its affiliatesexcept as otherwise provided under Section 13, shall have no responsibility for the actions or activities of any other party, including their respective officersother service providers. The Administrator shall have no liability in respect of any loss, directorsdamage or expense suffered by the Fund insofar as such loss, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly damage or indirectly expense arises from the following: (i) performance of the inaccuracy of factual information furnished Administrator’s duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Administrator prior to ALPS by the Trust or Administrator’s appointment as administrator for the Fund’s investment adviser or custodian or . The Administrator shall have no liability for any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by or damage resulting from the Trust in connection with performance or nonperformance of its duties hereunder unless such loss or damage arises directly from, and then only to the matters to which this Agreement relates; (iii) ALPS’ reliance on any instructionextent of, direction, notice, instrument the negligence or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf willful misconduct of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel Administrator, its officers or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) employees. Notwithstanding anything in this Agreement contained herein to the contrary, neither party shall be liable for any indirect, special or consequential damages (including, without limitation, reasonable attorneys’ fees); provided that the foregoing limitation shall not apply with respect to damages or claims arising out of or relating to that party’s fraud or willful misconduct. (c) In any event, except as otherwise agreed to in writing by the parties hereto, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the other party hereto for Fund’s compliance with any punitivefederal or state tax or securities statute, consequential, special regulation or indirect losses or damagesruling during such Liability Period. Any indemnification payable by a party “Compensation Period” shall mean the calendar year ending immediately prior to this Agreement shall be net of insurance maintained by each Liability Period in which the indemnified party as of the time the claim event(s) giving rise to indemnity hereunder is alleged to the Administrator’s liability for that period have arisen to occurred. Notwithstanding the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmlessforegoing, the Indemnified Party will notify Compensation Period for purposes of calculating the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim annual cumulative liability of the Administrator for indemnification against the Indemnifying Party although Liability Period commencing on the failure to do so date of this Agreement and terminating on December 31, 2014 shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject date of this indemnificationAgreement through December 31, and2014, in calculated on an annualized basis, and the event that Compensation Period for the Indemnifying Party so electsLiability Period commencing January 1, such defense 2015 and terminating on December 31, 2015 shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Partydate of this Agreement through December 31, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification2014, except with the Indemnifying Party’s prior written consentcalculated on an annualized basis.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust Fund or the Fund’s investment adviser or adviser, custodian or any authorized third party on behalf of the Fundother service providers; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relatesrelates except for actions taken pursuant to Section 3(c) above; (iii) any actions taken on advice of counsel; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below);; or (vi) lost interest with respect to the refundable amount loss of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification data or service interruptions caused by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreementequipment failure. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, directors, agents trustees, agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or a Fund or the Fund’s Funds’ investment adviser or adviser, custodian or any authorized third other service providers that are not affiliated with ALPS and are not a party on behalf that ALPS has employed or affiliated itself with pursuant to Section 1(b) of the Fundthis Agreement; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates; (iii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party that are not affiliated with ALPS and are not a party that ALPS has employed or affiliated itself with pursuant to Section 1(b) of this Agreement; (iv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or a Fund or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the Fund Trust or a Fund, other than an affiliate of ALPS or a party that ALPS has employed or affiliated itself with pursuant to Section 1(b) of this Agreement, that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment orderloss of data or service interruptions caused by equipment failure, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount provisions of an unauthorized payment order, unless ALPS is notified Section 14 of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment orderthis Agreement; or (viivi) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementTrust or a Fund. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s Funds’ investment adviser and their respective officers, directors, agents agents, and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action or inaction of Foreside or the AMLO relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence, willful misfeasance, fraud or breach of this Agreement. Further, neither Foreside nor the AMLO shall be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the AMLO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside or the AMLO reasonably believes in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Foreside Indemnitee to be deemed to protect or indemnify the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 reason of this Agreement. (b) In the absence of its willful misfeasance, bad faith, fraud or negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard or breach of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Foreside Indemnitee (vii) or after the Foreside Indemnitee receives notice of service on any other action or omission designated agent). Notwithstanding the foregoing, failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Foreside Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its Trustees, officers and employees and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its Trustees, officers and employees and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect or indemnify any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reason of its reckless disregard or breach of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Notwithstanding the foregoing, failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Foreside, shall be solely responsible for approval of the designation of the AMLO, as well as for removing the AMLO, as the case may be, from his or her responsibilities related to the Funds. Therefore, notwithstanding the provisions of this Section 3, the Fund Company shall supervise the activities of the AMLO with regard to such activities. (f) The Fund Company agrees that Foreside, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of two times the amount of fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall the parties hereto or their respective employees, officers and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (g) Foreside shall not confess any claim be liable for the errors of other service providers to the Fund Company or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Adviser, Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Adviser, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and to exercise commercially reasonable care opinion of Trust counsel; and diligence in the performance (ii) any certified copy of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 resolution of the Uniform Commercial Code is superseded by this Section 4 Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine. (b) In The Trust and the absence of willful misfeasanceAdviser, bad faithseverally and not jointly, negligence or reckless disregard by ALPS in the performance of each agree to indemnify and hold harmless ALPS, its dutiesemployees, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officersagents, directors, agents officers and employeesmanagers and any person who controls ALPS within the meaning of Section 15 of the Securities Act of 1933, shall not be liable foras amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “ALPS Indemnitee”), against and the Trust agrees to indemnifyfrom any and all claims, defend and hold harmless such persons fromdemands, all taxesactions, chargessuits, expensesjudgments, disbursementsadministrative proceedings or investigations, assessments, claimsliabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising out of or in any way related to ALPS’ actions taken or failure to act in connection with the performance of any of its duties or obligations under applicable federal and state lawsthis Agreement (an “ALPS Claim”); provided, however, that nothing contained herein shall entitle an ALPS Indemnitee to indemnification with respect to any ALPS Claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, ALPS’ bad faith, reckless disregard, negligence or willful malfeasance shall not include any action taken or not taken by ALPS consistent with the last sentence of Section 9(a) arising directly hereof. Further, neither the Trust nor the Adviser shall be required to indemnify any ALPS Indemnitee if, prior to confessing any ALPS Claim against the ALPS Indemnitee, ALPS or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by Indemnitee does not give the Trust or the Fund’s investment adviser Adviser, as applicable, written notice of and reasonable opportunity to defend against the ALPS Claim in its own name or custodian or any authorized third party on behalf in the name of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this AgreementIndemnitee. (c) ALPS shall agrees to indemnify and hold harmless the Trust, Trust and the Trust’s investment adviser Adviser and their respective officersits employees, agents, trustees/directors, agents officers and employees managers and any person who controls the Trust or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Trust Indemnitee”), against and from and against any and all taxesclaims, chargesdemands, expensesactions, disbursementssuits, assessmentsjudgments, claimsadministrative proceedings and investigations, liabilities, losses, damages, penaltiescosts, actionscharges, suits, judgments and liabilities (including, without limitation, attorneys’ reasonable counsel fees and disbursements other expenses of every nature and liabilities character arising under applicable federal and state lawsout of or in any way related to any breach of this Agreement by ALPS (a “Trust Claim”); provided, however, that nothing contained herein shall entitle a Trust Indemnitee to indemnification with any Trust Claim arising from (i) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, reckless disregard, negligence or reckless disregard willful malfeasance or breach of this Agreement by a Trust Indemnitee, (ii) action or inaction by ALPS or the CCO in good faith reliance upon (a) Instructions received from a Trust Indemnitee, (b) the adviser and opinion of Trust counsel, or (c) any certified copy of any resolution of the Trustees. Further, ALPS shall not be required to indemnify any Trust Indemnitee if, prior to confession any Trust Claim against the Trust Indemnitee, the Trust, the Adviser or the Trust Indemnitee does not give ALPS written notice of any reasonable opportunity to defend against the Trust Claim in its own name or in the performance name of its duties, obligations or responsibilities set forth in this Agreementthe Trust Indemnitee. (d) Notwithstanding anything The Board of the Trust, the Trustees in their individual capacities and the shareholders of the Fund shall not be liable for any obligation of the Trust or the Fund under this Agreement Agreement, and ALPS agrees that in asserting any rights or claims hereunder it shall look only to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as assets and property of the time Fund to which the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claimright(s) or claim(s) relate. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so ALPS shall not prevent recovery by be liable for the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject errors of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal Service Providers or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Accredence shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Accredence in writing. Accredence shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action or inaction of Accredence or the CCO relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Accredence nor the CCO shall be liable to the Fund Company, any Fund or any of the Funds’ stockholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Accredence nor the CCO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Accredence or the CCO reasonably believe in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Accredence, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Accredence within the meaning of Section 15 of the Securities Act (any of Accredence, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, an “Accredence Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Accredence’s performance of its duties under this Agreement, including with regard to or (ii) the processing material breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Accredence Indemnitee to be deemed to protect the Accredence Indemnitee against any liability to which the Accredence Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Accredence Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Accredence Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Accredence Indemnitee (vii) or after the Accredence Indemnitee receives notice of service on any other action or omission designated agent). Failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Accredence Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyAccredence Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Accredence Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Accredence Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Accredence agrees to indemnify and hold harmless the Fund Company and each of its Trustees and officers and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its Trustees and officers and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the material breach of any obligation, representation or warranty under this Agreement by Accredence, or (ii) Accredence’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Accredence in favor of any Fund Indemnitee to be deemed to protect any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Accredence to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Accredence in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Failure to notify Accredence of any claim shall not relieve Accredence from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Accredence prejudices Accredence’s ability to defend against such claim. Accredence shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Accredence elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Accredence elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Accredence does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Accredence, shall be solely responsible for approval of the designation of the CCO, as well as for removing the CCO, as the case may be, from his or her responsibilities related to the Funds in accordance with Rule 38a-1. Therefore, notwithstanding the provisions of this Section 3, the Fund Company shall supervise the activities of the CCO with regard to such activities. (f) The Fund Company agrees that Accredence, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of the fees paid to Accredence in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall either party or their respective employees, officers and directors or trustees be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (g) Accredence shall not confess any claim be liable for the errors of service providers to the Fund Company or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement. (b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the FundFunds; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s Funds’ investment adviser or custodian or any authorized third party on behalf of the Fund Funds that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 thirty (30) days of notification by ALPS of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund Trust pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, Trust and the Trust’s Funds’ investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) . Notwithstanding anything in this Agreement herein to the contrary, neither party to the extent consistent with applicable law, requirements and guidance as promulgated by the SEC, ALPS shall not be liable to the Trust or any shareholder of the Trust for any net loss to the Trust, after amounts debited or credited to shareholders in accordance with the Trust's policies, if a pricing error resulting from an “as-of” adjustment for which ALPS would otherwise be liable under this Agreement is less than $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). This computation is based upon the actual difference and is not based upon the rounding of the NAV to the other party hereto for any punitive, consequential, special or indirect losses or damagesnearest cent per share. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that such a pricing error is caused, at least in part, by ALPS’s failure to comply with its standard of care under this Agreement and results in a net loss to the Indemnifying Party so electsFund that equals or exceeds $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio, the parties agree to negotiate in good faith as to the allocation of responsibility for, and the appropriate settlement of, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentloss.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the Services and shall not be liable to the Fund or any of the Fund's shareholders for any action or inaction of Foreside or the CFO/Treasurer relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence, willful misfeasance or fraud. Further, neither Foreside nor the CFO/Treasurer shall be liable to the Fund or any of the Fund's shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CFO/Treasurer shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside and/or the CFO/Treasurer reasonably believe in good faith to be genuine. (b) The Fund agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a "Foreside Indemnitee") against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable external counsel fees incurred in the connection therewith) ("Losses") arising out of or based upon (i) Foreside's performance of its duties under this Agreement, including with regard or (ii) the breach of any obligation, representation or warranty under this Agreement by the Fund. Foreside shall act in good faith and in a commercially reasonable manner to mitigate any Losses it may suffer. In no case (i) is the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 indemnity of the Uniform Commercial Code is superseded Fund in favor of any Foreside Indemnitee to be deemed to protect or indemnify the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 of this Agreement. (b) In the absence reason of willful misfeasance, bad faithfaith , fraud or gross negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance of such payment order; or (vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Fund pursuant to this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as nature of the time claim are served upon the claim giving rise to indemnity hereunder is alleged to have arisen to Foreside Indemnitee (or after the extent it covers such claim. (e) In Foreside Indemnitee receives notice of service on any case in which either party (designated agent). Notwithstanding the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmlessforegoing, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so notify the Fund of any claim shall not prevent recovery by relieve the Indemnified Party and shall keep Fund from any liability that it may have to any Foreside Indemnitee unless failure or delay to so notify the Indemnifying Party advised with respect Fund prejudices the Fund's ability to all developments concerning defend against such situationclaim. The Indemnifying Party Fund shall have the option be entitled to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, participate at its own expense in the event that the Indemnifying Party defense, or, if it so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund and each of its Trustees and officers and any person who controls the Fund within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund and each of its Trustees and officers and its controlling persons are collectively referred to as the "Fund Indemnitees") against any Losses arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside's failure to comply in any material respect with applicable securities laws. The Fund shall act in good faith and in a commercially reasonable manner to mitigate any Losses it may suffer. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect or indemnify any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, fraud or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Notwithstanding the foregoing, the failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside's ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claim. The Indemnified Party will action. (e) Foreside shall not confess any claim be liable for the errors of service providers to the Fund or make any compromise in any case in which the Indemnifying Party will their systems. (f) In no event shall either party or their respective employees, officers, directors and Trustees be asked to provide indemnificationliable for consequential, except with the Indemnifying Party’s prior written consentspecial, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines).

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS Foreside shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action or inaction of Foreside or the CCO relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence, willful misfeasance, fraud or breach of this Agreement. Further, neither Foreside nor the CCO shall be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CCO shall be under any duty or obligation to exercise commercially inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside or the CCO reasonably believe in good faith to be genuine. (b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each of their respective directors, officers, employees and agents and any person who controls Foreside within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their respective officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable care cost of investigating or defending any alleged loss, liability, claim, damages or expense and diligence reasonable counsel fees incurred in the connection therewith) arising out of or based upon (i) Foreside’s performance of its duties under this Agreement, including with regard to or (ii) the processing breach of investments checks using mutually agreed upon proceduresany obligation, representation or warranty under this Agreement by the Fund Company. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 In no case (i) is the indemnity of the Uniform Commercial Code is superseded Fund Company in favor of any Foreside Indemnitee to be deemed to protect or indemnify the Foreside Indemnitee against any liability to which the Foreside Indemnitee would otherwise be subject by this Section 4 reason of this Agreement. (b) In the absence of its willful misfeasance, bad faith, fraud or negligence or reckless disregard by ALPS in the performance of its duties, duties or by reason of its reckless disregard or breach of its obligations or responsibilities set forth in and duties under this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund; (ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Fund’s investment adviser or custodian or any authorized third party on behalf of is the Fund that ALPS reasonably believes Company to be genuine; (iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests; (v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below); (vi) lost interest liable with respect to any claim made against any Foreside Indemnitee unless the refundable amount of an unauthorized payment order, unless ALPS is notified Foreside Indemnitee notifies the Fund Company in writing of the unauthorized payment order claim within 30 days of a reasonable time after the summons or other first written notification by ALPS giving information of the acceptance nature of such payment order; or the claim are served upon the Foreside Indemnitee (vii) or after the Foreside Indemnitee receives notice of service on any other action or omission designated agent). Notwithstanding the foregoing, failure to act which ALPS properly takes in connection with the provision of services to notify the Fund pursuant Company of any claim shall not relieve the Fund Company from any liability that it may have to this Agreement. (c) ALPS any Foreside Indemnitee unless failure or delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such claim. The Fund Company shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard be entitled to participate at its own expense in the performance of its dutiesdefense, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contraryor, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent if it covers such claim. (e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such to assume the defense of any suit brought to enforce any claims, but if the Fund Company elects to assume the defense, the defense shall be conducted by counsel chosen by the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyForeside Indemnitee, defendant or defendants in the suit. In the event the Fund Company elects to assume the defense of any suit and thereupon retain counsel, the Indemnifying Party Foreside Indemnitee, defendant or defendants in the suit, shall take over complete bear the fees and expenses of any additional counsel retained by them. If the Fund Company does not elect to assume the defense of any suit, it will reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its Trustees, officers and employees and any person who controls the Fund Company within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its Trustees, officers and employees and its controlling persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or (ii) Foreside’s failure to comply in any material respect with applicable securities laws. In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to protect or indemnify any Fund Indemnitee against any liability to which such Fund Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reason of its reckless disregard or breach of its obligations and duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside in writing of the claim and within a reasonable time after the Indemnified Party shall sustain no further legal summons or other first written notification giving information of the nature of the claim are served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any designated agent). Notwithstanding the foregoing, failure to notify Foreside of any claim shall not relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such claimaction. (e) The Fund Company, and not Foreside, shall be solely responsible for approval of the designation of the CCO, as well as for removing the CCO, as the case may be, from his or her responsibilities related to the Funds in accordance with Rule 38a-1. Therefore, notwithstanding the provisions of this Section 3, the Fund Company shall supervise the activities of the CCO with regard to such activities. (f) The Fund Company agrees that Foreside, its employees, officers and directors shall not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services described in this Agreement for an aggregate amount in excess of two times the amount of fees paid to Foreside in performing services hereunder. The Indemnified Party will provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. In no event shall the parties hereto or their respective employees, officers and directors be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and opportunity costs or fines). (g) Foreside shall not confess any claim be liable for the errors of other service providers to the Fund Company, including the Service Providers, or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consenttheir systems.