Common use of Indemnification of Administrator Clause in Contracts

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith or gross negligence in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's ’s relationship to the Trust under this Agreement or any of Administrator's ’s action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend defend, or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with the Trust’s counsel for the Trust or its own counsel and with accountants and other experts auditors with respect to any matter arising in connection with the Administrator's ’s duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants the Trust’s counsel or other expertsauditors. Also, the Administrator will be protected in acting on any document which that it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor The Administrator will the Administrator not be held to have notice of any change of authority of any officers, employee employee, or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's ’s aggregate contribution for all losses, claims, damages damages, or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty. Performance by the Administrator of its obligations under this Agreement does not absolve or release the Trust or the Trust’s investment advisor from their fiduciary responsibilities to the Funds or the Funds’ shareholders.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's ’s relationship to the Trust under this Agreement or any of Administrator's ’s action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend defend, or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with the Trust’s counsel for the Trust or its own counsel and with accountants and other experts auditors with respect to any matter arising in connection with the Administrator's ’s duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants the Trust’s counsel or other expertsauditors. Also, the Administrator will be protected in acting on any document which that it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor The Administrator will the Administrator not be held to have notice of any change of authority of any officers, employee employee, or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's ’s aggregate contribution for all losses, claims, damages damages, or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith or gross negligence in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may many consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith or faith, gross negligence or reckless disregard in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty.

Indemnification of Administrator. Provided Central Reserve agrees to indemnify and hold harmless Administrator and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Administrator or any of its affiliates (Administrator and each such other person or entity being referred to herein as an "Administrator Indemnified Person"), from and against all claims, demands, suits, liabilities, losses or damages (or actions in respect thereof) or other expenses that are related to or arise out of (1) any acts or omissions (including any untrue statement made or any statements not made) by Central Reserve or its affiliates, or their respective officers, directors, employees or agents, or (2) acts or omissions by an Administrator Indemnified Person with the consent or in conformity with the directions given by the person designated in writing by Central Reserve pursuant to subsection II.D. Central Reserve will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (2) of the preceding sentence which are finally judicially determined to have resulted primarily from such Administrator Indemnified Person's gross negligence or willful misconduct. In addition, Central Reserve agrees to reimburse each Administrator Indemnified Person for reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Administrator Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Administrator Indemnified Person is a named party, provided that (1) it reasonably appears that such Administrator Indemnified Person is entitled to indemnification and (2) Administrator provides an unconditional undertaking to repay amounts advanced in the event that it is finally determined that the Administrator has exercised reasonable customary care Indemnified Person is not entitled to indemnification hereunder. In addition, if any Administrator Indemnified Person is required to pursue a claim against Central Reserve in connection with enforcing the performance rights of its duties such Indemnified Person under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actionsif such claim is successful, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, then Central Reserve shall also pay reasonable counsel fees and disbursements, payments, expenses, and liabilities out-of-pocket expenses (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith or gross negligence in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained counsel) as they are incurred by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the such Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim to enforce the Administrator's duties, and rights of the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guiltyIndemnified Person.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's ’s relationship to the Trust under this Agreement or any of Administrator's ’s action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend defend, or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel or chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with the Trust’s counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's ’s duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants the Trust’s counsel or other expertsauditors. Also, the Administrator will be protected in acting on any document which that it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor The Administrator will the Administrator not be held to have notice of any change of authority of any officers, employee employee, or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's ’s aggregate contribution for all losses, claims, damages damages, or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who that is not so guilty. Performance by the Administrator of its obligations under this Agreement does not absolve or release the Trust or the Trust’s investment advisor from its fiduciary responsibilities to the Fund(s) or the Fund(s)’ shareholders.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend defend, or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with the Trust's counsel for the Trust or its own counsel and with accountants and other experts auditors with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants the Trust's counsel or other expertsauditors. Also, the Administrator will be protected in acting on any document which that it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor The Administrator will the Administrator not be held to have notice of any change of authority of any officers, employee employee, or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages damages, or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty.

Indemnification of Administrator. Provided that The Trust shall indemnify, defend and hold harmless the Administrator has exercised reasonable customary care (in both its individual and administrator capacities) and the performance directors, officers, employees and agents of the Administrator (collectively, including the Administrator in its duties under this Agreementindividual capacity, the Trust assumes full responsibility and will indemnify and defend the "Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and Covered Persons") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities disbursements (including the reasonable investigation expenses) fees and expenses of every counsel), taxes and penalties of any kind and nature and character arising or occurring directly or indirectly whatsoever, to the extent that such expenses arise out of Administrator's relationship to the Trust under this Agreement or are imposed upon or asserted at any of Administrator's action taken time against one or nonactions more Administrator Covered Persons with respect to the performance of services under this Trust Agreement; provided, howeverthe creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided herein referred to collectively as "Administrator Indemnifiable Expenses"), PROVIDED, HOWEVER, that the Trust shall not be indemnified against any liability arising out of its own required to indemnify an Administrator Covered Person for Administrator Indemnifiable Expenses to the extent such Administrator Indemnifiable Expenses result from the fraud, willful misfeasance, bad faith misconduct or gross negligence of such Administrator Covered Person; and (iii) advance to each Administrator Covered Person Administrator Expenses (including reasonable legal fees) incurred by such Administrator Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the Administrator Covered Person to repay such amount if it shall ultimately be determined that the Administrator Covered Person is not entitled to be indemnified therefor under this Article VI. With respect to indemnity provided hereunder, an Administrator Covered Person shall have a lien on the Trust Property prior to any rights in such property of the Beneficiaries or any other person or entity, but pari passu with each Trustee Covered Person. The indemnification of the Administrator provided for in this section shall be in addition to any other rights to which the Administrator, or any Administrator Covered Person, may be entitled pursuant to a vote of Beneficiaries, under any agreement, as a matter of law or otherwise, and shall continue as to an Administrator, or any Administrator Covered Person, who has ceased to serve in such capacity unless otherwise provided in a written agreement. The right to indemnification and advances hereunder shall be enforceable by the Administrator, or any Administrator Covered Person, in any court of competent jurisdiction, if (i) the Trust denies such request, in whole or in part, or (ii) no disposition thereof is made within 60 days. The costs and expenses incurred by the Administrator or any Administrator Covered Person in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be reimbursed by the Trust. The Administrator, or any Administrator Covered Person, shall not be denied indemnification, in whole or in part, because the person or entity had an interest in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive transaction with respect to which the termination indemnification applies if the transaction was not otherwise prohibited by the terms of this Agreement. The provisions of this Section 6.5, and Section 6.6 below, are for the benefit of the Administrator, and any Administrator Covered Person, their heirs, successors, assigns and administrators and shall not be deemed to create any rights hereunder shall include for the right to reasonable advances of defense expenses in the event benefit of any pending other persons or threatened litigation entities. Any amendment, modification or repeal of these sections, or any provision thereof, shall be prospective only and shall not in any way affect the indemnification of any Administrator Covered Person, as in effect immediately prior to such amendment, modification or repeal with respect to which indemnification hereunder claims arising from or related to such matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may ultimately arise or be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guiltyasserted.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith or gross negligence in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guilty.

Indemnification of Administrator. Provided that the Central Reserve agrees to indemnify and hold harmless Administrator has exercised reasonable customary care in the performance and its affiliates and their respective officers, directors, employees and agents, and any persons controlling Administrator or any of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the affiliates (Administrator and hold it harmless each such other person or entity being referred to herein as an "Administrator Indemnified Person"), from and against any and all actions, suits and claims, whether groundless demands, suits, liabilities, losses or otherwisedamages (or actions in respect thereof) or other expenses that are related to or arise out of (1) any acts or omissions (including any untrue statement made or any statements not made) by Central Reserve or its affiliates, and from and against or their respective officers, directors, employees or agents, or (2) acts or omissions by an Administrator Indemnified Person with the consent or in conformity with the directions given by the person designated in writing by Central Reserve pursuant to subsection II.F. Central Reserve will not be responsible, however, for any and all losses, claims, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities or expenses pursuant to clause (including reasonable investigation expenses2) of every nature and character arising or occurring directly or indirectly out of Administratorthe preceding sentence which are finally judicially determined to have resulted primarily from such Administrator Indemnified Person's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith or gross negligence in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreementwillful misconduct. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right Administrator provides an unconditional undertaking to reasonable advances of defense expenses repay amounts advanced in the event of any pending or threatened litigation with respect that it is finally determined that the Indemnified Person is not entitled to which indemnification hereunder may ultimately be meritedhereunder. In order that the indemnification provision contained herein shall applyaddition, however, it is understood that if in any case the Trust may be asked Central Reserve agrees to indemnify, defend or hold the reimburse each Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all Indemnified Person for reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Administrator Indemnified Person in connection with investigating, preparing, conducting or defending any additional counsel retained by itsuch action or claim, absent whether or not in connection with litigation in which any Administrator Indemnified Person is a conflict of interest between named party, provided that (1) it reasonably appears that such Administrator Indemnified Person is entitled to indemnification and (2) Administrator provides an unconditional undertaking to repay amounts advanced in the Trust and event that it is finally determined that the AdministratorAdministrator Indemnified Person is not entitled to indemnification hereunder. In addition, if any Administrator Indemnified Person is required to pursue a claim against Central Reserve in connection with enforcing the event rights of a conflict between the Trust and the Administrator or such Indemnified Person under this Network Addendum, if the Trust does not elect to assume the defense of a suitsuch claim is successful, the Trust then Central Reserve shall reimburse the Administrator for the also pay reasonable out-of-pocket expenses (including fees and expenses of any counsel retained counsel) as they are incurred by Administrator. The such Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim to enforce the Administrator's duties, and rights of the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts. Also, the Administrator will be protected in acting on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor will the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who is not so guiltyIndemnified Person.

Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary care in the performance of its duties under this Agreement, the Trust assumes full responsibility and will indemnify and defend the Administrator and hold it harmless from and against any and all actions, suits suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) of every nature and character arising or occurring directly or indirectly out of Administrator's relationship to the Trust under this Agreement or any of Administrator's action taken or nonactions with respect to the performance of services under this Agreement; provided, however, Administrator shall not be indemnified against any liability arising out of its own willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard in the performance of its duties or its own reckless disregard of its duties or obligations under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend defend, or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith will not affect the rights under this Agreement. The Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator. In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit, the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with the Trust's counsel for the Trust or its own counsel and with accountants and other experts auditors with respect to any matter arising in connection with the Administrator's duties, and the Administrator will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants the Trust's counsel or other expertsauditors. Also, the Administrator will be protected in acting on any document which that it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor The Administrator will the Administrator not be held to have notice of any change of authority of any officers, employee employee, or agent of the Trust until receipt of written notice thereof from the Trust. Should the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for all losses, claims, damages damages, or liabilities, including rescission liabilities, shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty of fraudulent misrepresentation shall be entitled to contribution from any person or entity who that is not so guilty. Performance by the Administrator of its obligations under this Agreement does not absolve or release the Trust or the Trust's investment advisor from their fiduciary responsibilities to the Funds or the Funds' shareholders.