EXHIBIT 9
TRUSTEE INDEMNIFICATION AGREEMENT
---------------------------------
In consideration of Xxxxx Xxxxxxxxx ("Trustee"), acting as a trustee of The
Navellier Performance Funds (the "Fund"), pursuant to a Declaration of Trust
dated October 17, 1995, the Fund and Trustee agree as follows: Trustee will use
his best efforts in performing his Trustee obligations, but in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of his
obligations, Trustee shall not be liable to the Fund, or any of the Fund's
investors, for any error of judgment or mistake of law or fact, for any act or
omission by Trustee or for any losses sustained by the Fund, or the Fund's
investors.
The Fund shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, as a shareholder,
creditor, or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by him in connection with the defense or
disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a Trustee, officer,
employee, or agent, except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such Person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless there has been a determination that
such person did not engage in bad faith, willful misfeasance, gross negligence,
or reckless disregard of his duties involved in the conduct of his office by the
court or other body approving the
settlement or other disposition or by a reasonable determination, based upon
review of readily available facts (as opposed to a full trial-type inquiry),
that he did not engage in such conduct by written opinion from independent legal
counsel approved by a majority of a quorum of trustees who are neither
interested persons nor parties to the proceedings. The rights accruing to any
person under these provisions shall not exclude any other right to which he may
be lawfully entitled; provided that no person may satisfy any right of indemnity
or reimbursement granted herein or to which he may otherwise be entitled except
out of the Fund Property. A majority of a quorum of disinterested non-party
Trustees may make advance payments in connection with indemnification under this
section, provided that the indemnified person shall have given a written
undertaking adequately secured to reimburse the Fund in the event it is
subsequently determined that he is not entitled to such indemnification, or a
majority of a quorum of disinterested non-party Trustees or independent counsel
determine, after a review of readily available facts, that the person seeking
indemnification will probably be found to be entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to the Trustees, officers, and controlling persons of
the Fund pursuant to the provisions described under this Item 27, or otherwise,
the Fund has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Fund of expenses incurred or paid by
a Trustee, officer, or controlling person of the Fund in the successful defense
of any action, suit, or proceeding) is asserted by such Trustee, officer, or
controlling person in connection with the securities being registered, the Fund
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Fund may purchase and maintain insurance on behalf of an officer,
Trustee, employee, or agent protecting such person, to the full extent permitted
by applicable law, from liability incurred by such person as officer, Trustee,
employee, or agent of the Fund or arising from his activities in such capacity.
This Agreement may be amended from time to time by written agreement signed
by all of the parties; provided, that such amendment shall be approved both by
the vote of a majority of Trustees of the Fund, including a majority of Trustees
who are not interested persons of the Trustee to this Agreement (other than as
Trustees of the Fund) cast in person at a meeting called for that purpose, and
by the holders of a majority (as defined in the Act) of the outstanding voting
securities of the Fund to which this Agreement is applicable.
This Agreement may be amended by agreement of the parties without the vote
or consent of the shareholders of the Fund to supply any omission, to cure,
correct, or supplement any ambiguous, defective, or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal and/or state laws or regulations, but neither
the Fund nor the Trustee shall be liable for failing to do so.
In the event of any litigation or disagreement between the parties
regarding the subject of this indemnification, the prevailing party shall, in
addition to any other relief, be paid its reasonable attorneys' fees and costs
as determined by the court or trier of fact hearing said dispute. The parties
agree that any litigation arising out of this indemnification shall only be
brought and heard and shall only be venued in a federal or state court in Reno,
Nevada.
THE NAVELLIER PERFORMANCE FUNDS
Dated as of October 17, 1995
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx, Trustee
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, Trustee
ACCEPTED AND AGREED
By: /s/ Xxxxx Xxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxx, Trustee
TRUSTEE INDEMNIFICATION AGREEMENT
---------------------------------
In consideration of Xxxxx Xxxxxx ("Trustee"), acting as a trustee of The
Navellier Performance Funds (the "Fund"), pursuant to a Declaration of Trust
dated October 17, 1995, the Fund and Trustee agree as follows: Trustee will use
his best efforts in performing his Trustee obligations, but in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of his
obligations, Trustee shall not be liable to the Fund, or any of the Fund's
investors, for any error of judgment or mistake of law or fact, for any act or
omission by Trustee or for any losses sustained by the Fund, or the Fund's
investors.
The Fund shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, as a shareholder,
creditor, or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by him in connection with the defense or
disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a Trustee, officer,
employee, or agent, except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such Person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless there has been a determination that
such person did not engage in bad faith, willful misfeasance, gross negligence,
or reckless disregard of his duties involved in the conduct of his office by the
court or other body approving the
settlement or other disposition or by a reasonable determination, based upon
review of readily available facts (as opposed to a full trial-type inquiry),
that he did not engage in such conduct by written opinion from independent legal
counsel approved by a majority of a quorum of trustees who are neither
interested persons nor parties to the proceedings. The rights accruing to any
person under these provisions shall not exclude any other right to which he may
be lawfully entitled; provided that no person may satisfy any right of indemnity
or reimbursement granted herein or to which he may otherwise be entitled except
out of the Fund Property. A majority of a quorum of disinterested non-party
Trustees may make advance payments in connection with indemnification under this
section, provided that the indemnified person shall have given a written
undertaking adequately secured to reimburse the Fund in the event it is
subsequently determined that he is not entitled to such indemnification, or a
majority of a quorum of disinterested non-party Trustees or independent counsel
determine, after a review of readily available facts, that the person seeking
indemnification will probably be found to be entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to the Trustees, officers, and controlling persons of
the Fund pursuant to the provisions described under this Item 27, or otherwise,
the Fund has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Fund of expenses incurred or paid by
a Trustee, officer, or controlling person of the Fund in the successful defense
of any action, suit, or proceeding) is asserted by such Trustee, officer, or
controlling person in connection with the securities being registered, the Fund
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Fund may purchase and maintain insurance on behalf of an officer,
Trustee, employee, or agent protecting such person, to the full extent permitted
by applicable law, from liability incurred by such person as officer, Trustee,
employee, or agent of the Fund or arising from his activities in such capacity.
This Agreement may be amended from time to time by written agreement signed
by all of the parties; provided, that such amendment shall be approved both by
the vote of a majority of Trustees of the Fund, including a majority of Trustees
who are not interested persons of the Trustee to this Agreement (other than as
Trustees of the Fund) cast in person at a meeting called for that purpose, and
by the holders of a majority (as defined in the Act) of the outstanding voting
securities of the Fund to which this Agreement is applicable.
This Agreement may be amended by agreement of the parties without the vote
or consent of the shareholders of the Fund to supply any omission, to cure,
correct, or supplement any ambiguous, defective, or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal and/or state laws or regulations, but neither
the Fund nor the Trustee shall be liable for failing to do so.
In the event of any litigation or disagreement between the parties
regarding the subject of this indemnification, the prevailing party shall, in
addition to any other relief, be paid its reasonable attorneys' fees and costs
as determined by the court or trier of fact hearing said dispute. The parties
agree that any litigation arising out of this indemnification shall only be
brought and heard and shall only be venued in a federal or state court in Reno,
Nevada.
THE NAVELLIER PERFORMANCE FUNDS
Dated as of October 17, 1995
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Xxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx, Trustee
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx, Trustee
ACCEPTED AND AGREED
By: /s/ Xxxxxx Xxxxxxx
------------------------
Xxxxxx Xxxxxxx, Trustee
TRUSTEE INDEMNIFICATION AGREEMENT
---------------------------------
In consideration of Xxxxxx Xxxxxxx ("Trustee"), acting as a trustee of The
Navellier Performance Funds (the "Fund"), pursuant to a Declaration of Trust
dated October 17, 1995, the Fund and Trustee agree as follows: Trustee will use
his best efforts in performing his Trustee obligations, but in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of his
obligations, Trustee shall not be liable to the Fund, or any of the Fund's
investors, for any error of judgment or mistake of law or fact, for any act or
omission by Trustee or for any losses sustained by the Fund, or the Fund's
investors.
The Fund shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, as a shareholder,
creditor, or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by him in connection with the defense or
disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a Trustee, officer,
employee, or agent, except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such Person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless there has been a determination that
such person did not engage in bad faith, willful misfeasance, gross negligence,
or reckless disregard of his duties involved in the conduct of his office by the
court or other body approving the
settlement or other disposition or by a reasonable determination, based upon
review of readily available facts (as opposed to a full trial-type inquiry),
that he did not engage in such conduct by written opinion from independent legal
counsel approved by a majority of a quorum of trustees who are neither
interested persons nor parties to the proceedings. The rights accruing to any
person under these provisions shall not exclude any other right to which he may
be lawfully entitled; provided that no person may satisfy any right of indemnity
or reimbursement granted herein or to which he may otherwise be entitled except
out of the Fund Property. A majority of a quorum of disinterested non-party
Trustees may make advance payments in connection with indemnification under this
section, provided that the indemnified person shall have given a written
undertaking adequately secured to reimburse the Fund in the event it is
subsequently determined that he is not entitled to such indemnification, or a
majority of a quorum of disinterested non-party Trustees or independent counsel
determine, after a review of readily available facts, that the person seeking
indemnification will probably be found to be entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to the Trustees, officers, and controlling persons of
the Fund pursuant to the provisions described under this Item 27, or otherwise,
the Fund has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Fund of expenses incurred or paid by
a Trustee, officer, or controlling person of the Fund in the successful defense
of any action, suit, or proceeding) is asserted by such Trustee, officer, or
controlling person in connection with the securities being registered, the Fund
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Fund may purchase and maintain insurance on behalf of an officer,
Trustee, employee, or agent protecting such person, to the full extent permitted
by applicable law, from liability incurred by such person as officer, Trustee,
employee, or agent of the Fund or arising from his activities in such capacity.
This Agreement may be amended from time to time by written agreement signed
by all of the parties; provided, that such amendment shall be approved both by
the vote of a majority of Trustees of the Fund, including a majority of Trustees
who are not interested persons of the Trustee to this Agreement (other than as
Trustees of the Fund) cast in person at a meeting called for that purpose, and
by the holders of a majority (as defined in the Act) of the outstanding voting
securities of the Fund to which this Agreement is applicable.
This Agreement may be amended by agreement of the parties without the vote
or consent of the shareholders of the Fund to supply any omission, to cure,
correct, or supplement any ambiguous, defective, or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal and/or state laws or regulations, but neither
the Fund nor the Trustee shall be liable for failing to do so.
In the event of any litigation or disagreement between the parties
regarding the subject of this indemnification, the prevailing party shall, in
addition to any other relief, be paid its reasonable attorneys' fees and costs
as determined by the court or trier of fact hearing said dispute. The parties
agree that any litigation arising out of this indemnification shall only be
brought and heard and shall only be venued in a federal or state court in Reno,
Nevada.
THE NAVELLIER PERFORMANCE FUNDS
Dated as of October 17, 1995
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Xxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, Trustee
ACCEPTED AND AGREED
By: /s/ Xxxx Xxxxxxx
--------------------------
Xxxx Xxxxxxx, Trustee
TRUSTEE INDEMNIFICATION AGREEMENT
---------------------------------
In consideration of Xxxx Xxxxxxx ("Trustee"), acting as a trustee of The
Navellier Performance Funds (the "Fund"), pursuant to a Declaration of Trust
dated October 17, 1995, the Fund and Trustee agree as follows: Trustee will use
his best efforts in performing his Trustee obligations, but in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of his
obligations, Trustee shall not be liable to the Fund, or any of the Fund's
investors, for any error of judgment or mistake of law or fact, for any act or
omission by Trustee or for any losses sustained by the Fund, or the Fund's
investors.
The Fund shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, as a shareholder,
creditor, or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by him in connection with the defense or
disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a Trustee, officer,
employee, or agent, except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such Person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless there has been a determination that
such person did not engage in bad faith, willful misfeasance, gross negligence,
or reckless disregard of his duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or by a
reasonable determination, based upon review of
settlement or other disposition or by a reasonable determination, based upon
review of readily available facts (as opposed to a full trial-type inquiry),
that he did not engage in such conduct by written opinion from independent legal
counsel approved by a majority of a quorum of trustees who are neither
interested persons nor parties to the proceedings. The rights accruing to any
person under these provisions shall not exclude any other right to which he may
be lawfully entitled; provided that no person may satisfy any right of indemnity
or reimbursement granted herein or to which he may otherwise be entitled except
out of the Fund Property. A majority of a quorum of disinterested non-party
Trustees may make advance payments in connection with indemnification under this
section, provided that the indemnified person shall have given a written
undertaking adequately secured to reimburse the Fund in the event it is
subsequently determined that he is not entitled to such indemnification, or a
majority of a quorum of disinterested non-party Trustees or independent counsel
determine, after a review of readily available facts, that the person seeking
indemnification will probably be found to be entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to the Trustees, officers, and controlling persons of
the Fund pursuant to the provisions described under this Item 27, or otherwise,
the Fund has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Fund of expenses incurred or paid by
a Trustee, officer, or controlling person of the Fund in the successful defense
of any action, suit, or proceeding) is asserted by such Trustee, officer, or
controlling person in connection with the securities being registered, the Fund
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Fund may purchase and maintain insurance on behalf of an officer,
Trustee, employee, or agent protecting such person, to the full extent permitted
by applicable law, from liability incurred by such person as officer, Trustee,
employee, or agent of the Fund or arising from his activities in such capacity.
This Agreement may be amended from time to time by written agreement signed
by all of the parties; provided, that such amendment shall be approved both by
the vote of a majority of Trustees of the Fund, including a majority of Trustees
who are not interested persons of the Trustee to this Agreement (other than as
Trustees of the Fund) cast in person at a meeting called for that purpose, and
by the holders of a majority (as defined in the Act) of the outstanding voting
securities of the Fund to which this Agreement is applicable.
This Agreement may be amended by agreement of the parties without the vote
or consent of the shareholders of the Fund to supply any omission, to cure,
correct, or supplement any ambiguous, defective, or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal and/or state laws or regulations, but neither
the Fund nor the Trustee shall be liable for failing to do so.
In the event of any litigation or disagreement between the parties
regarding the subject of this indemnification, the prevailing party shall, in
addition to any other relief, be paid its reasonable attorneys' fees and costs
as determined by the court or trier of fact hearing said dispute. The parties
agree that any litigation arising out of this indemnification shall only be
brought and heard and shall only be venued in a federal or state court in Reno,
Nevada.
THE NAVELLIER PERFORMANCE FUNDS
Dated as of October 17, 1995
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Xxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, Trustee
ACCEPTED AND AGREED
By: /s/ Xxxxx Xxxxxx
--------------------------
Xxxxx Xxxxxx, Trustee
TRUSTEE INDEMNIFICATION AGREEMENT
---------------------------------
In consideration of Xxxxxxx Xxxxxxxxx ("Trustee"), acting as a trustee of
The Navellier Performance Funds (the "Fund"), pursuant to a Declaration of Trust
dated October 17, 1995, the Fund and Trustee agree as follows: Trustee will use
his best efforts in performing his Trustee obligations, but in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of his
obligations, Trustee shall not be liable to the Fund, or any of the Fund's
investors, for any error of judgment or mistake of law or fact, for any act or
omission by Trustee or for any losses sustained by the Fund, or the Fund's
investors.
The Fund shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, as a shareholder,
creditor, or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by him in connection with the defense or
disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a Trustee, officer,
employee, or agent, except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such Person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless there has been a determination that
such person did not engage in bad faith, willful misfeasance, gross negligence,
or reckless disregard of his duties involved in the conduct of his office by the
court or other body approving the
settlement or other disposition or by a reasonable determination, based upon
review of readily available facts (as opposed to a full trial-type inquiry),
that he did not engage in such conduct by written opinion from independent legal
counsel approved by a majority of a quorum of trustees who are neither
interested persons nor parties to the proceedings. The rights accruing to any
person under these provisions shall not exclude any other right to which he may
be lawfully entitled; provided that no person may satisfy any right of indemnity
or reimbursement granted herein or to which he may otherwise be entitled except
out of the Fund Property. A majority of a quorum of disinterested non-party
Trustees may make advance payments in connection with indemnification under this
section, provided that the indemnified person shall have given a written
undertaking adequately secured to reimburse the Fund in the event it is
subsequently determined that he is not entitled to such indemnification, or a
majority of a quorum of disinterested non-party Trustees or independent counsel
determine, after a review of readily available facts, that the person seeking
indemnification will probably be found to be entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to the Trustees, officers, and controlling persons of
the Fund pursuant to the provisions described under this Item 27, or otherwise,
the Fund has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Fund of expenses incurred or paid by
a Trustee, officer, or controlling person of the Fund in the successful defense
of any action, suit, or proceeding) is asserted by such Trustee, officer, or
controlling person in connection with the securities being registered, the Fund
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Fund may purchase and maintain insurance on behalf of an officer,
Trustee, employee, or agent protecting such person, to the full extent permitted
by applicable law, from liability incurred by such person as officer, Trustee,
employee, or agent of the Fund or arising from his activities in such capacity.
This Agreement may be amended from time to time by written agreement signed
by all of the parties; provided, that such amendment shall be approved both by
the vote of a majority of Trustees of the Fund, including a majority of Trustees
who are not interested persons of the Trustee to this Agreement (other than as
Trustees of the Fund) cast in person at a meeting called for that purpose, and
by the holders of a majority (as defined in the Act) of the outstanding voting
securities of the Fund to which this Agreement is applicable.
This Agreement may be amended by agreement of the parties without the vote
or consent of the shareholders of the Fund to supply any omission, to cure,
correct, or supplement any ambiguous, defective, or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal and/or state laws or regulations, but neither
the Fund nor the Trustee shall be liable for failing to do so.
In the event of any litigation or disagreement between the parties
regarding the subject of this indemnification, the prevailing party shall, in
addition to any other relief, be paid its reasonable attorneys' fees and costs
as determined by the court or trier of fact hearing said dispute. The parties
agree that any litigation arising out of this indemnification shall only be
brought and heard and shall only be venued in a federal or state court in Reno,
Nevada.
THE NAVELLIER PERFORMANCE FUNDS
Dated as of October 17, 1995
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Xxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx, Trustee
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, Trustee
ACCEPTED AND AGREED
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxxx, Trustee
