Common use of Epoch Clause in Contracts

Epoch. Epoch shall be liable for any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, AMCO, any affiliated persons thereof (within the meaning of the ▇▇▇▇ ▇▇▇) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, AMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misfeasance, bad faith, or reckless disregard of Epoch in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Epoch which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to AMCO or the Trust by Epoch Indemnities (as defined below) for use therein. Epoch shall indemnify and hold harmless the AMCO Indemnities for any and all such losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses); provided, however, that in no case is Epoch’s indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence, or reckless disregard of Epoch in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.

Epoch. Epoch shall be liable for any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, AMCOIMCO, any affiliated persons thereof (within the meaning of the ▇▇▇▇ ▇▇▇) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, AMCO IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misfeasance, bad faith, or reckless disregard of Epoch in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Epoch which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to AMCO IMCO or the Trust by Epoch Indemnities (as defined below) for use therein. Epoch shall indemnify and hold harmless the AMCO IMCO Indemnities for any and all such losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses); provided, however, that in no case is Epoch’s indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence, or reckless disregard of Epoch in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.