Common use of Indemnification of Trustees and Officers Clause in Contracts

Indemnification of Trustees and Officers. The Trust shall indemnify each person who at any time serves as a Trustee or officer of the Trust (each a “Covered Person”), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable attorneys’ and accountants’ fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which he or she may be involved or with which he or she may be threatened, by reason of being or having been a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including attorneys’ and accountants’ fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit, or proceeding upon receipt of (a) an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII and either (b) such Covered Person provides security for such undertaking, (c) the Trust is insured against losses arising by reason of such payment, or (d) a majority of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Covered Person ultimately will be found entitled to indemnification.

Indemnification of Trustees and Officers. The Trust shall indemnify each person who at any time serves as a Trustee or officer of the Trust (each a “Covered Person”), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable attorneys’ and accountants’ fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which he or she may be involved or with which he or she may be threatened, by reason of being or having been a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including attorneys’ and accountants’ fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit, or proceeding upon receipt of (a) an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII and either (b) such Covered Person provides security for such undertaking, (c) the Trust is insured against losses arising by reason of such payment, or (d) a majority of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Covered Person ultimately will be found entitled to indemnification.. 29 | P a g e

Indemnification of Trustees and Officers. The Trust Zenith shall indemnify each person who at any time serves as a Trustee or officer of and hold harmless the Trust (each a “Covered Person”), Indemnified Parties from and against all liabilities and expenses (including amounts paid in satisfaction of costs, damages, judgments, in compromiseattorney's fees, expenses, obligations and liabilities of whatsoever kind or nature, without limitation as fines and penaltiesto time, and expenses including reasonable attorneys’ and accountants’ fees) reasonably incurred amount or otherwise, which the Indemnified Parties may incur or sustain in connection with the defense or disposition of any actionclaim, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which he or she may be involved or with which he or she may be threatened, by reason of being or having been a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including attorneys’ and accountants’ fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit, proceeding or proceeding upon receipt investigation arising out of or pertaining to any action or omission in their capacity as trustee, fiduciary, officer, employee or agent of the Fund or RMG (including, without limitation, any which arise out of or relate to actions or omissions which relate to the Merger and the transactions contemplated by this Agreement); provided, however, that Zenith shall not be obligated to indemnify the Indemnified Parties if and to the extent that such costs, damages, judgments, attorney's fees, expenses, obligations or liabilities arise as a result of (a) an undertaking by or on behalf a violation of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII and either criminal law resulting in a conviction, (b) such Covered Person provides security for such undertakingany deliberately dishonest or fraudulent act or omission, or (c) any act or omission committed in bad faith or with malicious purpose or constituting gross negligence, and, in the Trust is insured against losses case of any claim, action, suit, proceeding or investigation arising out of or pertaining to the Merger or any transaction contemplated by reason this Agreement or the Related Documents, Zenith shall not be obligated to indemnify the Indemnified Parties if and to the extent that all material aspects of the Merger and the transactions contemplated by this Agreement and the Related Documents were not fully described and disclosed in the Proxy Statement. At its option, Zenith may provide insurance policies of its choosing which insure and cover Zenith's obligation of indemnification to the Indemnified Parties as contained herein; provided, however, that the provision of such payment, or (d) a majority insurance polices by Zenith shall not relieve Zenith from its obligation of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available factsindemnification to the Indemnified Parties; and provided further, that there is reason to believe that any deductibles required under any such Covered Person ultimately will insurance policies shall be found entitled to indemnificationthe sole responsibility of Zenith.

Indemnification of Trustees and Officers. The Trust shall indemnify each person who at any time serves as a Trustee or officer of the Trust (each a ““ Covered PersonPerson ”), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable attorneys’ and accountants’ fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which he or she may be involved or with which he or she may be threatened, by reason of being or having been a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as ““ Disabling ConductConduct ”). Expenses, including attorneys’ and accountants’ fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit, or proceeding upon receipt of (a) an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII and either (b) such Covered Person provides security for such undertaking, (c) the Trust is insured against losses arising by reason of such payment, or (d) a majority of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Covered Person ultimately will be found entitled to indemnification.

Indemnification of Trustees and Officers. The Subject to the limitations set forth in this Section 8.4, the Trust shall indemnify (from the assets of the Fund or Funds to which the conduct in question relates) each person of its Trustees and officers, including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any time serves interest as a Trustee shareholder, creditor or officer of the Trust otherwise (each referred to hereinafter, together with such Person's heirs, executors, administrators or other legal representatives, as a “"Covered Person”), ") against all liabilities and expenses (liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise, compromise or as fines and penalties, and expenses expenses, including reasonable attorneys’ accountants' and accountants’ counsel fees) reasonably , incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which he or she such Covered Person may be or may have been involved as a party or otherwise or with which he or she such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered PersonTrustee or officer, except with respect to any matter as to which it has been determined that no such Covered Person shall be indemnified against any liability (i) did not act in good faith in the reasonable belief that his action was in or not opposed to the best interests of the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person’s office (such ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (either and both of the conduct described in clauses (i) and (ii) above being referred to herein hereinafter as “"Disabling Conduct”"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that such Covered Person was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative action against such Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that such Covered Person was not liable by reason of Disabling Conduct by (a) vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as the quoted phrase is defined in Section 2(a)(19) of the 1940 Act nor parties to the action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened (such quorum of such Trustees being referred to hereinafter as the "Disinterested Trustees"), or (b) an independent legal counsel in a written opinion. Expenses, including attorneys’ accountants' and accountants’ counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust Fund or Funds to which the conduct in question related in advance of the final disposition of any such action, suitsuit or proceeding; provided, or proceeding upon receipt of (a) an undertaking by or on behalf of such that the Covered Person shall have undertaken to repay the amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII and either if (bi) such the Covered Person provides shall have provided security for such undertaking, (cii) the Trust is shall be insured against losses arising by reason of such paymentany lawful advances, or (diii) a majority of disinterested, non-party the Disinterested Trustees, or an independent legal counsel in a written opinion, determinesshall have determined, based on a review of readily available factsfacts (as opposed to a full inquiry), that there is reason to believe that such the Covered Person ultimately will be found entitled to indemnificationindemnification hereunder.