Direct Actions. To the fullest extent permitted by Delaware law, the Shareholders’ right to bring direct actions against the Company and/or its Trustees is eliminated, except for a direct action to enforce an individual Shareholder right to vote or a direct action to enforce an individual Shareholder’s rights under Sections 3805(e) or 3819 of the Statutory Trust Act. To the extent such right cannot be eliminated to this extent as a matter of Delaware law, then the conditions required for the bringing of a derivative action pursuant Section 3816 of the Statutory Trust Act shall be equally applicable to bringing a direct action.
Direct Actions. No Shareholder or group of Shareholders shall have the right to bring or maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration of Trust or U.S. federal securities laws (excepting a right of action specifically contemplated under U.S. federal securities laws), nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the alleged injury, have the right to bring such an action, unless the Shareholder or group of Shareholders has obtained authorization from seventy-five percent (75%) of the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees except only rights of action by Shareholders specifically authorized by Section 36(b) of the 1940 Act or other applicable law. A request for authorization shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed action, proceeding or claim and the essential facts relied upon by the Shareholder or group of Shareholders to support the allegations made in the request. Proof of the requesting Shareholder’s ownership of Shares at the time of giving such request for authorization must accompany that Shareholder’s request for authorization. The Trustees shall consider such request. Any decision by seventy-five percent (75%) of the Trustees to settle or to authorize such action, proceeding or claim, shall be binding upon the Shareholder or group of Shareholders seeking authorization who will be prohibited from maintaining separate competing actions, proceedings or suits on the same subject matter. Any decision by the Trustees not to authorize an action, proceeding or suit by a series of class or group of Shareholders shall be final and binding upon all Shareholders. For purposes of this Section 8.10, the term “Shareholder” or “Shareholders” includes a former Shareholder or former Shareholders.
Direct Actions. Subject to the provisions of Section 2.3 hereof, if Indemnitee was or is a party or is threatened to be made a party of any Proceeding, other than a Derivative Action, by reason of the fact that Indemnitee is or was an Agent of the Company, the Company shall indemnify and hold harmless Indemnitee against Expenses, judgments, fines, settlements and other amounts and reasonably incurred in connection with such Proceeding.
Direct Actions. In the event any Indemnified Party seeks to assert a claim for indemnification against any Indemnifying Party under this Section 8.3 that does not involve a Third Party Action (a “Direct Action”), the Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party in writing that it does not dispute the Direct Action described in such Claim Notice, the Claimed Amount specified in the Indemnified Party’s Claim Notice shall be deemed a liability of the Indemnifying Party in accordance with the terms herein. If the Indemnifying Party notifies the Indemnified Party in writing that it agrees with a portion of the Direct Action described in such Claim Notice, the Agreed Amount of the Claimed Amount specified in the Indemnified Party’s Claim Notice shall be deemed a liability of the Indemnifying Party in accordance with the terms herein. If the Indemnifying Party gives written notice to the Indemnified Party that it disputes the Direct Action or fails to notify the Indemnified Party whether the Indemnifying Party disputes the Direct Action described in such Claim Notice, in either case, within 45 days of the Indemnifying Party’s receipt of such Claim Notice, the Indemnified Party may pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Section 8.3. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such Claimed Amount unless otherwise set forth in a separate written agreement between the Indemnifying Party and the Indemnified Party.
