Common use of RESPONSIBILITY AND INDEMNIFICATION Clause in Contracts

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund Trust for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the FundTrust, advice of the FundTrust, or of counsel for the Fund Trust and upon statements of the FundTrust's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund Trust for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund Trust or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the FundTrust, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund Trust shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator by the Fund Trust or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator GFS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund Funds for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the FundFunds, advice of the FundFunds, or of counsel for the Fund Funds and upon statements of the Fund's Funds’ independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorGFS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator GFS shall not be liable to the Fund Funds for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator GFS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund Funds or its security holders to which the Administrator GFS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's GFS’s obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator GFS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund Funds shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator GFS by the Fund Funds or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's GFS’s obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, reasonable expenses (including attorney's fees) or losses incurred by reason of the inaccuracy of information furnished to the Administrator by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator IFS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, other than those prepared by IFS, advice of the Fund, other than advice of IFS, or advice of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorIFS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator IFS shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator IFS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders shareholders to which the Administrator IFS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorIFS's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator IFS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator IFS by the Fund or its authorized agents agents, other than IFS, or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorIFS's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator ADS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund Trust for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the FundTrust, advice of the FundTrust, or of counsel for the Fund Trust and upon statements of the FundTrust's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorADS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator ADS shall not be liable to the Fund Trust for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator ADS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund Trust or its security holders to which the Administrator ADS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the FundTrust, reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator ADS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund Trust shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator ADS by the Fund Trust or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Transfer Agent shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, other than those prepared by Integrity Fund Services, Inc. ("IFS"), advice of the Fund, other than advice of IFS, or advice of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorTransfer Agent, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator Transfer Agent shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator Transfer Agent in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders shareholders to which the Administrator Transfer Agent shall otherwise be subject by to reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorTransfer Agent's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator Transfer Agent nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator Transfer Agent by the Fund or its authorized agents agents, other than the Transfer Agent, or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorTransfer Agent's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Transfer Agent shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, other than those prepared by Integrity Fund Services, LLC (“IFS”), advice of the Fund, other than advice of IFS, or advice of counsel for the Fund and upon statements of the Fund's ’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorTransfer Agent, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator Transfer Agent shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator Transfer Agent in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders shareholders to which the Administrator Transfer Agent shall otherwise be subject by to reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's Transfer Agent’s obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator Transfer Agent nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator Transfer Agent by the Fund or its authorized agents agents, other than the Transfer Agent, or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's Transfer Agent’s obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the this Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligencenegli gence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon on and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel (who may be counsel for the Fund and upon statements of the Fund's independent accountants) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, advice provided that such action is not, to the knowledge of the Administrator, not in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless the Administrator from all loss, cost, damage and againstexpense, any liability including reasonable expenses for and any damagescounsel, expenses or losses incurred by reason the Administrator as a result of any claim, demand, action or suit arising out of the inaccuracy of information furnished in writing to the Administrator by the Fund Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator in case of its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasanceown negligence, bad faith or gross negligence willful misconduct or that of its employees or agents. In order that indemnification under this Section 3(b) shall be available in any case in which the performance Fund may be asked to indemnify or hold harmless the Administrator, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation presenting or appearing likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Administrator against any claim that may be the subject of this indemnification, and if the Fund so elects, it will so notify the Administrator, and thereupon the Fund shall take over complete defense of the claim, and the Administrator shall incur no further legal or other expenses for which it shall seek indemnification. The Administrator shall in no case confess any claim or make any compromise in which the Fund will be asked to indemnify the Administrator except with the Fund's prior written consent. (c) The Administrator shall indemnify and hold harmless the Fund from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by the Fund as a result of any claim, demand, action or suit arising out of the Administrator's failure to comply with the terms of this Agreement or applicable federal or state laws or regulations, or which arise out of the Administrator's negligence, bad faith or willful misconduct, or reckless disregard of its duties, by reason provided that this indemnification shall not apply to actions or omissions of reckless disregard the Fund in case of its own negligence, bad faith or willful misconduct or that of its employees or agents. In order that indemnification under this Section 3(c) shall be available in any case in which the Administrator may be asked to indemnify or hold harmless the Fund, the Fund shall fully and promptly advise the Administrator of all pertinent facts concerning the situation presenting or appearing likely to present the probability of such a claim for indemnification against the Administrator. The Administrator shall have the option to defend the Fund against any claim that may be the subject of this indemnification, and if the Administrator so elects it will so notify the Fund, and thereupon the Administrator shall take over complete defense of the claim, and the Fund shall incur no further legal or other expenses for which it shall seek indemnification. The Fund shall, in no case, confess any claim or make any compromise in any case in which the Administrator will be asked to indemnify the Fund except with the Administrator's obligations and duties under this Agreement or the willful violation of any applicable lawprior written consent.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Administrators shall be held to the exercise of reasonable care in carrying out the provisions of the this Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its their duties hereunder. It They shall be entitled to rely upon on and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel (who may be counsel for the Fund and upon statements of the Fund's independent accountants) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, advice provided that such action is not, to the knowledge of the Administrator, not in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless the Administrators from all loss, cost, damage and againstexpense, any liability including reasonable expenses for and any damagescounsel, expenses or losses incurred by reason the Administrators as a result of any claim, demand, action or suit arising out of the inaccuracy of information furnished in writing to the Administrator Administrators by the Fund Fund, provided that this indemnification shall not apply to actions or omissions of the Administrators in case of its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasanceown negligence, bad faith or gross negligence willful misconduct or that of its employees or agents. In order that indemnification under this Section 3(b) shall be available in any case in which the performance Fund may be asked to indemnify or hold harmless the Administrators, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation presenting or appearing likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Administrators against any claim that may be the subject of this indemnification, and if the Fund so elects, it will so notify the Administrators, and thereupon the Fund shall take over complete defense of the claim, and the Administrators shall incur no further legal or other expenses for which it shall seek indemnification. The Administrators shall in no case confess any claim or make any compromise in which the Fund will be asked to indemnify the Administrators except with the Fund's prior written consent. (c) The Administrators shall indemnify and hold harmless the Fund from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by the Fund as a result of any claim, demand, action or suit arising out of the Administrators' failure to comply with the terms of this Agreement or applicable federal or state laws or regulations, or which arise out of the Administrators' negligence, bad faith or willful misconduct, or reckless disregard of its duties, by reason of reckless disregard provided that this indemnification shall not apply to actions or omissions of the Administrator's obligations and duties Fund in case of its own negligence, bad faith or willful misconduct or that of its employees or agents. In order that indemnification under this Agreement Section 3(c) shall be available in any case in which the Administrators may be asked to indemnify or hold harmless the willful violation Fund, the Fund shall fully and promptly advise the Administrators of all pertinent facts concerning the situation presenting or appearing likely to present the probability of such a claim for indemnification against the Administrators. The Administrators shall have the option to defend the Fund against any applicable lawclaim that may be the subject of this indemnification, and if the Administrators so elect they will so notify the Fund, and thereupon the Administrators shall take over complete defense of the claim, and the Fund shall incur no further legal or other expenses for which it shall seek indemnification. The Fund shall, in no case, confess any claim or make any compromise in any case in which the Administrators will be asked to indemnify the Fund except with the Administrators' prior written consent.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator ADS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorADS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator ADS shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator ADS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator ADS against any liability to the Fund or its security holders to which the Administrator ADS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator ADS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator ADS by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Distributor shall be held to the exercise of reasonable care in carrying out the provisions of the this Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard or breach of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorDistributor, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator Distributor against any liability to the Fund or its security holders to which the Administrator Distributor shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard or breach of the AdministratorDistributor's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator Distributor nor its stockholdersstockholder(s), officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator Distributor by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard or breach of the AdministratorDistributor's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Distributor shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard or breach of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorDistributor, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator Distributor against any liability to the Fund or its security holders to which the Administrator Distributor shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard or breach of the AdministratorDistributor's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator Distributor nor its stockholdersstockholder, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator Distributor by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard or breach of the AdministratorDistributor's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Transfer Agent shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, other than those prepared by Integrity Fund Services, Inc. (“IFS”), advice of the Fund, other than advice of IFS, or advice of counsel for the Fund and upon statements of the Fund's ’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorTransfer Agent, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator Transfer Agent shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator Transfer Agent in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders shareholders to which the Administrator Transfer Agent shall otherwise be subject by to reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's Transfer Agent’s obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator Transfer Agent nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator Transfer Agent by the Fund or its authorized agents agents, other than the Transfer Agent, or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's Transfer Agent’s obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator IFS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorIFS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator IFS shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator IFS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders shareholders to which the Administrator IFS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorIFS's obligations and duties under this Agreement or the willful violation of any applicable anyapplicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator IFS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator IFS by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorIFS's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator Responsibility and Indemnification of ADS. ADS shall be held under no duty to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for take any action taken except as specifically set forth herein or omitted as may be specifically agreed to by it ADS in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of writing. ADS shall use its duties hereunderbest judgment and efforts in rendering the services described in this Agreement. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator ADS shall not be liable to the Fund Trust or any of the Trust's shareholders for any error action or inaction of judgment or mistake of law or for ADS relating to any loss arising out of any act or omission by the Administrator event whatsoever in the performance absence of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, willful misfeasance or gross negligence in the performance of its of, or failure to perform, ADS's duties on behalf of the Fund, reckless disregard of the Administrator's or obligations and duties under this Agreement or the willful violation by reason of any applicable law. (c) ADS's reckless disregard of its duties and obligations under this Agreement. Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents ADS shall not be subject toresponsible for, and the Trust shall on behalf of each applicable Fund shall or Class thereof indemnify and hold such persons ADS harmless from and against, any liability for and any all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or losses incurred attributable to: (i) all actions of ADS or its agents or subcontractors required to be taken by reason them pursuant to this Agreement, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (ii) the reasonable reliance on or use by ADS or its agents or subcontractors of information, records or documents which (i) are received by ADS or its agents or subcontractors and furnished to it by or on behalf of the inaccuracy Fund, and (ii) have been prepared or maintained by the Trust or any other person or firm on behalf of information furnished the Trust, including but not limited to any previous transfer agent or registrar; (iii) the reasonable reliance on, or the carrying out by ADS or its agents or subcontractors of, any instructions or requests of the Trust on behalf of the applicable Fund; (iv) the Fund's refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund's lack of good faith, gross negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder; and (v) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any federal agency or any State with respect to the Administrator by offer or sale of such Shares in such State. (c) Indemnification of the Trust and StockBack. ADS shall indemnify and hold the Trust and each Fund or its authorized agents Class thereof and StockBack harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributed to any action or failure or omission to act by ADS as a result of ADS's lack of good faith, gross negligence or willful misconduct with respect to the services performed under or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable lawAgreement.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator ADS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It ADS shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorADS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator ADS shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator ADS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator ADS against any liability to the Fund or its security holders to which the Administrator ADS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or bad faith in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator ADS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator ADS by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's ADS' obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator ADS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorADS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator ADS shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator ADS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator ADS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator ADS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator ADS by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund Trust for any action taken or omitted by it him in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its his duties hereunder. It He shall be entitled to rely upon and may act upon the accounting records and reports generated by the FundTrust, advice of the FundTrust, or of counsel for the Fund Trust and upon statements of the FundTrust's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its his duties. (b) The Administrator shall not be liable to the Fund Trust for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its his duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund Trust or its his security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its his duties on behalf of the FundTrust, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator nor its his stockholders, officers, directorsTrustees, employees or agents shall be subject to, and the Fund Trust shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator by the Fund Trust or its his authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its his duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.

RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator ADS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund Funds for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the FundFunds, advice of the FundFunds, or of counsel for to the Fund Funds and upon statements of the Fund's Funds' independent public accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the AdministratorADS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. (b) The Administrator ADS shall not be liable to the Fund Funds for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator ADS in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the a Fund or its security holders to which the Administrator ADS shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law. (c) Except as may otherwise be provided by applicable law, neither the Administrator ADS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund Funds shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator ADS by the Fund Funds or its their respective authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the AdministratorADS's obligations and duties under this Agreement or the willful violation of any applicable law.