Common use of [Fund/Trust] Disclosures Clause in Contracts

[Fund/Trust] Disclosures. (i) The Manager shall be responsible for preparing the [Fund/Trust]’s registration statements and supplements to the [Fund/Trust]’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) and other federal and state regulatory authorities as may be required by applicable law. (ii) Notwithstanding anything in Section 13 or elsewhere in this Agreement, the Manager shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 13(c)(i) of this Agreement. (iii) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the [Fund/Trust] (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the [Fund/Trust] or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Manager shall indemnify and hold harmless the [Fund/Trust] and each individual who, during the term of this Agreement, serves or had served as a Trustee of the [Fund/Trust] who is not an “interested person” of the [Fund/Trust], as such term is defined in the 1940 Act (an “Independent Trustee”), if such Disclosure Claim arises from the Manager’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the [Fund/Trust]’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Manager, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (iv) In addition to the indemnification provided in Section 13(c)(iii) of this Agreement, the Manager agrees to indemnify and hold harmless the Independent Trustees for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Manager’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the [Fund/Trust]’s Disclosure Documents, subject to the Manager’s right to assume the defense of such Disclosure Claim pursuant to Section 13(c)(ix) of this Agreement. (v) The parties expressly acknowledge that this Section 13(c) confers rights and remedies upon the [Fund/Trust] and each Independent Trustee, including the right to enforce the indemnification provided for in Sections 13(c)(iii) and 13(c)(iv) of this Agreement. The obligation of the Manager to provide indemnification to the [Fund/Trust] and the Independent Trustees, as set forth in this Section 13(c), shall remain in effect after the termination of this Agreement. (vi) The indemnification of the [Fund/Trust] provided for in Section 13(c)(iii) of this Agreement shall apply only to the extent that any loss to the [Fund/Trust] is not covered by insurance held by the [Fund/Trust], and shall not apply if: (A) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Trustee for inclusion in the [Fund/Trust]’s Disclosure Documents; or (B) indemnification is not allowed under applicable law. (vii) The indemnification of an Independent Trustee provided in Sections 13(c)(iii) and 13(c)(iv) of this Agreement shall apply only to the extent that any loss to the Independent Trustee is not covered by insurance held by the [Fund/Trust] or the Independent Trustee , and shall not apply if: (A) losses are actually indemnified by the [Fund/Trust], consistent with the [Fund/Trust]’s organizational documents; (B) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Trustee for inclusion in the [Fund/Trust]’s Disclosure Documents; (C) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Trustee; or (D) indemnification is not allowed under applicable law. (viii) The Manager shall not be liable for indemnification of an Independent Trustee under this Section 13(c) unless the Independent Trustee has notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Trustee (or after such Independent Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Manager is not required if the Manager had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Trustee, the Manager shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ix) In the event of a request for indemnification from the [Fund/Trust] or an Independent Trustee (“Indemnified Party”), the Manager shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Manager and the Indemnified Party. (x) Sections 13(a) and 13(b) shall not apply to a claim for indemnification under this Section 13(c).