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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In no event shall either Party be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (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 pay as a result of any third-party claim arising out of the subject matter of or otherwise in any way related to this Agreement or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or 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. (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the 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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), contrary ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees Fund 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 misfeasance, bad faith, misconduct or reckless disregard of its duties on the part fraud of ALPS in the performance of its ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In Under no event circumstances shall either Party ALPS Associates be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (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 pay as a result of any third-party claim arising out of the subject matter of or otherwise in any way related to this Agreement or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or 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 Fund 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 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 or an Intermediary 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 Intermediary Agreement, or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Fund or its officers; or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust Fund and/or the TrustFund’s investment adviser or other information filed or made public by the Trust Fund (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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust Fund of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust Fund of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In no event shall either Party be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (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 pay as a result of any third-party claim arising out of the subject matter of or otherwise in any way related to this Agreement or an Intermediary Agreement (“Claims”), including but not limited to:: 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. (i) all actions taken by ALPS or ALPS Associates that are necessary to provide the services under this Agreement and/or an Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or 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.or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the 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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), contrary ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees Fund 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 misfeasance, bad faith, misconduct or reckless disregard of its duties on the part fraud of ALPS in the performance of its ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In Under no event circumstances shall either Party ALPS Associates be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (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 pay as a result of any third-party claim arising out of the subject matter of or otherwise in any way related to this Agreement or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or 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 Fund 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 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 or an Intermediary 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 Intermediary Agreement, or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Fund or its officers; or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust Fund and/or the TrustFund’s investment adviser or other information filed or made public by the Trust Fund (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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust Fund of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust Fund of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), contrary ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees Fund for any action or inaction of any ALPS Associate except to the extent of direct Losses1 Losses finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misfeasance, bad faith, misconduct or reckless disregard of its duties on the part fraud of ALPS in the performance of its ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In Under no event circumstances shall either Party ALPS Associates be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (c) The Trust Fund 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 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 or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust Fund or its officers; or 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.or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust Fund and/or the TrustFund’s investment adviser or other information filed or made public by the Trust Fund (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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust Fund of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust Fund of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees Fund 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 misfeasance, bad faith, misconduct or reckless disregard of its duties on the part fraud of ALPS in the performance of its ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In Under no event circumstances shall either Party ALPS Associates be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (c) The Trust Fund 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 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 or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust Fund or its officers; or 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.or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust Fund and/or the TrustFund’s investment adviser or other information filed or made public by the Trust Fund (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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust Fund of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust Fund of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), contrary ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees Fund 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 misfeasance, bad faith, misconduct or reckless disregard of its duties on the part fraud of ALPS in the performance of its duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In no event shall either Party be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value.of (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 pay as a result of any third-party claim arising out of the subject matter of or otherwise in any way related to this Agreement or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or 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. ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. Under no circumstances shall ALPS Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (c) The Fund 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 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 or an Intermediary 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 Intermediary Agreement, or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Fund or its officers; or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust Fund and/or the TrustFund’s investment adviser or other information filed or made public by the Trust Fund (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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iii) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses to the extent that they arise from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, or that could otherwise be asserted by, any other person. (d) Any expenses (including legal fees and costs) incurred by ALPS Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Trust Fund of an undertaking by ALPS to repay such amount if it shall be determined that an ALPS Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust Fund of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.

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. (b) Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 4(p), contrary ALPS and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“ALPS Associates”) shall not be liable to the Trust, the Trust’s investment adviser or their respective officers, directors, agents, and employees Funds for any action or inaction of any ALPS Associate except that ALPS shall indemnify, defend and hold harmless the Trust and their respective officers, trustees, agents, and employees to the extent of direct Losses1 finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misfeasance, bad faith, misconduct or reckless disregard of its duties on the part fraud of ALPS in the performance of its ALPS’ duties, obligations, representations, warranties or indemnities under this Agreement or an Intermediary Agreement. In no event shall either Party be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. For the avoidance of doubt, ALPS will have no duty to maintain or enter into any Intermediary Agreement that may obligate it to pay for Losses that that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. (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 pay as a result of any third-party claim arising out of the subject matter of or otherwise in any way related to this Agreement or an Intermediary 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 Intermediary Agreement, and including any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement executed with ALPS (to the extent applicable in connection with a conversion of services to ALPS), or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trust or its officers; or 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 Trusts shall indemnify, defend and hold harmless ALPS Associates from and against Losses (including legal fees and costs to enforce this provision but excluding any Losses resulting 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 or an Intermediary Agreement) that ALPS Associates suffer, incur, or 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 or an Intermediary 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 Intermediary Agreement, or in reliance upon any instructions, information, or requests, whether oral, written or electronic, received from the Trusts or their officers; or (ii) any Claims that the registration statement, prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust Funds and/or the Trust’s Funds’ investment adviser or other information filed or made public by the Trust Funds (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 prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law. (iiid) Subject to Section 4(p), the Trust shall not be required to indemnify, defend or hold harmless ALPS or any ALPS Associate from or against any Losses Except with respect to the extent Trusts’ indemnification obligations under this Section 7 which shall be deemed to be direct Losses, in no event shall either party be liable to the other party for Losses that they arise from the negligenceare indirect, willful misfeasancespecial, bad faithincidental, consequential, punitive, exemplary or reckless disregard of its duties on the part of ALPS or an ALPS Associate in the performance of ALPS’ duties, obligations, or responsibilities set forth in this Agreement. Third-party Claims are Claims brought by (i) any person other than the Trust, or (ii) the Trust on behalf of, enhanced or that could otherwise be asserted byrepresent lost profits, any other personopportunity costs or diminution of value. (de) Any expenses (including legal fees and costs) incurred by ALPS Associates an indemnified party in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Trust on a quarterly basis prior to indemnifying party when the final disposition amounts of such matter upon receipt by the Trust of an undertaking by ALPS to repay such amount if applicable Losses are finalized and it shall be has been determined that an ALPS Associate indemnified party is not entitled to be indemnifiedindemnified hereunder. Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement shall constitute a waiver by the Trust Trusts of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) 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, assessments, 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 negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (f) For purposes of determining any liability of ALPS under this Agreement (including without limitation any obligation to indemnify pursuant to clause (e) above), any and all actions or failures to act by or on the part of any ALPS Associate shall be considered to be the actions or failures to act of ALPS, as if ALPS itself had so acted or failed to act.