Indemnification of Trustees, Officers. Employees and Other Agents
Indemnification of Trustees, Officers etc. 21 Section 6.5 Compromise Payment 22 Section 6.6 Indemnification Not Exclusive, etc. 23 Section 6.7 Liability of Third Persons Dealing with 23 Trustees
Indemnification of Trustees, Officers. Employees and --------- ---------------------------------------------------- Agents. Each person who is or was a Trustee, officer, employee or agent of the ------ Trust or who serves or has served at the Trust's request as a director, officer or trustee of another entity in which the Trust has or had any interest as a shareholder, creditor or otherwise shall be entitled to indemnification out of the assets of the Trust to the extent provided in, and subject to the provisions of, the By-Laws, provided that no indemnification shall be granted by the Trust in contravention of the 1940 Act.
Indemnification of Trustees, Officers. EMPLOYEES AND OTHER AGENTS --------------------------
Indemnification of Trustees, Officers etc. 16 Section 6.5 Indemnification Not Exclusive, etc. 18 Section 6.6 Indemnification of Shareholders 18
Indemnification of Trustees, Officers etc. 16 Section 6.5 Indemnification Not Exclusive, etc 18 Section 6.6 Indemnification of Shareholders 18 ARTICLE VII MISCELLANEOUS 18 Section 7.1 Duration and Termination 18 Section 7.2 Reorganization 18 Section 7.3 Conversion 19 Section 7.4 Amendments, etc 19 Section 7.5 Filing of Copies 20 Section 7.6 Applicable Law 20 Section 7.7 References; Gender; Headings; Counterparts 20 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF JXXX HXXXXXX PREMIUM DIVIDEND FUND This CONSENT TO AMENDMENT AND RESTATEMENT (the "Consent"), given on and as of this 22nd day of January, 2016, by the Trustees whose signatures are set forth below, WITNESETH THAT:
Indemnification of Trustees, Officers. EMPLOYEES AND OTHER AGENTS
Indemnification of Trustees, Officers. ETC. Subject to the limitations set forth hereinafter in this Section 8.4, the Trust shall indemnify (from the assets of the Portfolio or Portfolios to which the conduct in question relates) each of its Trustees and officers (including Persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise [hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "COVERED PERSON")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust or (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (either and both of the conduct described in clauses (i) and (ii) of this sentence being referred to hereafter as "DISABLING CONDUCT") A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as defined in Section 2(a)( 19) of the 1940 Act nor parties to the proceeding, or...
Indemnification of Trustees, Officers etc. 19 Section 6.5 Compromise Payment 20
Indemnification of Trustees, Officers etc Section 6.5. Advances of Expenses Section 6.6. Indemnification Not Exclusive, etc Section 6.7. Liability of Third Persons Dealing with Trustees ARTICLE VII MISCELLANEOUS Section 7.1. Duration and Termination of Trust Section 7.2. Reorganization Section 7.3. Amendments Section 7.4. Filing of Copies; References; Headings Section 7.5. Applicable Law ASTRAL INVESTMENTS TRUST
