Common use of Advancement of Expenses of a Party Clause in Contracts

Advancement of Expenses of a Party. The Trust shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Status, upon the receipt by the Trust of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the Request. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.

Advancement of Expenses of a Party. The Trust shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Status, upon the receipt by the Trust of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act, and any such advancement to an Emeritus Trustee shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act as if such Emeritus Trustee were a Trustee. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the Request. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.

Advancement of Expenses of a Party. The Trust Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Corporate Status, upon the receipt by the Trust Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust Company of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust Company shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees any such advances have been authorized pursuant to Section 13.1-699 of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the RequestVSCA. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust Company of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees Directors or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.

Advancement of Expenses of a Party. The Trust Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Corporate Status, upon the receipt by the Trust Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 ActAct and any such advancement to an Emeritus Director shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act as if such Emeritus Director were a Director. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust Company of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust Company shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees any such advances have been authorized pursuant to Section 13.1-699 of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the RequestVSCA. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust Company of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees Directors or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.

Advancement of Expenses of a Party. The Trust shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Status, upon the receipt by the Trust of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the Request. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses Information Classification: Limited Access shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.

Advancement of Expenses of a Party. The Trust shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Status, upon the receipt by the Trust of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act, and any such advancement to an Emeritus Trustee shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act as if such Emeritus Trustee were a Trustee. An advance of Expenses may Information Classification: Limited Access be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the Request. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.

Advancement of Expenses of a Party. The Trust shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Status, upon the receipt by the Trust of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a “Request”) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject Information Classification: Limited Access matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of Independent Counsel is required) after receipt by the Trust of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trust’s receipt of the Request. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitee’s eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitee’s entitlement thereto by the Independent Trustees or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.