Common use of Notice of Litigation, Right to Prosecute, Etc Clause in Contracts

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund The Custodian shall not be liable for indemnification under this Section 5.03 5.06 unless a Person the Fund shall have promptly notified such Fund the Custodian in writing of the commencement of any litigation or proceeding brought against such Person the Fund in respect of which indemnity may be sought under this Section 5.035.06. With respect to claims in such litigation or proceedings for which indemnity by a Fund the Custodian may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund the Custodian shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund the Custodian may be subject to an indemnification obligation; provided provided, however, a Person the Fund shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund the Custodian has not acknowledged in writing its obligation to indemnify the Person Fund with respect to such litigation or proceeding. If such Fund the Custodian is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person if the Custodian chooses not to so participate, the Fund shall not consent to the entry of any judgment judgement or enter into any settlement in any such litigation or proceeding without providing each applicable Fund the Custodian with adequate notice of any such settlement or judgmentjudgement, and without each such Fundthe Custodian's prior written consentconsent which consent shall not be unreasonably withheld or delayed. All Persons The Fund shall submit written evidence to each applicable Fund the Custodian with respect to any cost or expense for which they are it is seeking indemnification in such form and detail as such Fund the Custodian may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request. Section 5.04.

Notice of Litigation, Right to Prosecute, Etc. No The Fund shall not be liable for indemnification under this Section 5.03 section 5.3 unless a Person the person seeking indemnification shall have promptly notified such the Fund in writing (i) within such time after the assertion of any claim as is sufficient for such person to determine that it will seek indemnification from the Fund in respect of such claim or (ii) promptly after the commencement of any litigation or proceeding brought against such Person person, in respect of which indemnity may be sought under sought; provided that in the case of clause (i) of this Section 5.03section 5.3(b) the Fund shall not be liable for such indemnification to the extent the Fund is disadvantaged by any such delay in notification. With respect to claims in such litigation or proceedings for which indemnity by a the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund to any Personthe person seeking indemnification, such the Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Fund may be subject to an indemnification obligation; , provided however, a Person that such person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such the Fund has not acknowledged in writing its obligation to indemnify the Person such person with respect to such litigation or proceeding. If such the Fund is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person person shall reasonably prosecute such litigation or proceeding. A Person person seeking indemnification hereunder shall not consent to the entry of any judgment or enter into any settlement in of any such litigation or proceeding without providing each applicable the Fund with adequate notice of any such settlement or judgment, judgment and without each such the Fund's prior written consent, which consent shall not be unreasonably withheld or delayed. All Persons persons seeking indemnification hereunder shall submit written evidence to each applicable the Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 5.03 unless a Person 6.03 if such Indemnitee shall have failed promptly notified to notify such Fund in writing of the commencement of any litigation or proceeding brought against such Person Indemnitee in respect of which indemnity may be sought under this Section 5.036.03 to the extent that such failure to notify shall have had a material adverse effect on such Fund or Series. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any PersonIndemnitee, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person an Indemnitee shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person Indemnitee shall reasonably prosecute such litigation or proceeding. A Person An Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's ’s prior written consent, which consent shall not be unreasonably withheld. All Persons Indemnitees shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request. With respect to the Custodian, if a Fund has acknowledged in writing its obligation to indemnify the Custodian, the Fund shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Notice of Litigation, Right to Prosecute, Etc. No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 5.03 unless a Person 6.03 if such Indemnitee shall have failed promptly notified to notify such Fund in writing of the commencement of any litigation or proceeding brought against such Person Indemnitee in respect of which indemnity may be sought under this Section 5.036.03 to the extent that such failure to notify shall have had a material adverse effect on such Fund or Series. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any PersonIndemnitee, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person an Indemnitee shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person Indemnitee shall reasonably prosecute such litigation or proceeding. A Person An Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent, which consent shall not be unreasonably withheld. All Persons Indemnitees shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request. With respect to the Custodian, if a Fund has acknowledged in writing its obligation to indemnify the Custodian, the Fund shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's ’s prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No The Fund shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund to any Person, such the Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Fund may be subject to an indemnification obligation; provided provided, however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such the Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such the Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable the Fund with adequate notice of any such settlement or judgment, and without each such the Fund's prior written consent. All Persons shall submit written evidence to each applicable the Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing Promptly upon receipt by the Custodian of written notice of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series in connection with such Person Claim, the Custodian must notify such Fund or Series of such Claim in respect of which indemnity may be sought writing. Failure by the Custodian to so notify the Fund or Series will not relieve any Fund or Series from its obligation to indemnify the Indemnitees under this Section 5.03Agreement, except to the extent that such failure to notify materially prejudices such Fund or Series with respect to any of its substantive rights or defenses. With respect to claims in such litigation or proceedings a Claim for which indemnity by a Fund or Series may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series shall be entitled to participate in any such litigation or proceeding by providing written notice of such election to the Custodian within fifteen (15) days after receiving written notice of such Claim from the Custodian, and, after written notice from such Fund subject to any Personthe consent of the Indemnitee, which consent shall not be unreasonably withheld, such Fund or Series may assume the defense of such litigation or proceeding at its own expense with counsel of its choice at its own expense choice; provided that such Fund or Series conducts a good faith and diligent defense and further provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series may be subject to an indemnification obligation; provided however, . Upon the assumption by a Person shall be entitled to participate in (but not control) at its own cost and expense, Fund or Series of the defense of a Claim, the Custodian may participate in the defense of such Claim at any time and may retain its own counsel but the applicable Fund or Series shall not be liable for any legal fees or expenses subsequently incurred by the Custodian in connection with the defense thereof, unless (i) the Fund or Series has agreed to pay such litigation fees and expenses, (ii) the Fund or proceeding if Series shall have failed to employ counsel to the Custodian in a timely manner or (iii) the Custodian shall have reasonably determined that representation of Custodian by counsel provided by a Fund or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund has not acknowledged or Series and the Custodian, including, without limitation, situations in writing its obligation which there are one or more legal defenses available to indemnify the Person with respect Custodian that are different from or additional to those available to such litigation Fund or proceedingSeries. If no such written notice of intent to assume the defense of such Claim is given by the Fund or Series within fifteen (15) days, or if a good faith and diligent defense is not permitted being or ceases to participate be conducted by the Fund or control Series, the Indemnitee shall have the right, at the expense of the Fund or Series, to undertake the defense of such litigation or proceeding under applicable law or Claim (with counsel selected by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgmentIndemnitee), and without each such Fund's prior written consentto compromise or settle it, exercising reasonable business judgment. All Persons Any applicable Indemnitee shall submit written evidence to each applicable Fund or Series with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Series may reasonably request. An Indemnitee shall have the right to settle any Claim without the consent of the Fund or Series only if such settlement (w) fully releases the Fund or Series from any liability and provides no admission of wrongdoing, and (x) does not subject the Fund or Series to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (w) and (x) above, then the Fund or Series must consent to such settlement in writing, which consent shall not be unreasonably withheld. A Fund or Series shall have the right to settle any Claim without the consent of the Indemnitee only if such settlement (y) fully releases the Indemnitee from any liability and provides no admission of wrongdoing, and (z) does not subject the Indemnitee to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (y) and (z) above, then the Indemnitee must consent to such settlement in writing, which consent shall not be unreasonably withheld.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 10 unless a Person the party seeking indemnification shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person party seeking indemnification in respect of which indemnity may be sought under this Section 5.0310. With respect to such claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject and to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Personthe party seeking indemnification, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person the party seeking indemnification shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person party seeking indemnification with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person the party seeking indemnification shall reasonably prosecute such litigation or proceeding. A Person The party seeking indemnification shall not consent to the entry of any judgment judgement or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgmentjudgement, and without each such Fund's prior written consent. All Persons The party seeking indemnification shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund The Custodian shall not be liable for indemnification under this Section 5.03 5.06 unless a Person the Fund shall have promptly notified such Fund the Custodian in writing of the commencement of any litigation or proceeding brought against such Person the Fund in respect of which indemnity may be sought under this Section 5.035.06. With respect to claims in such litigation or proceedings for which indemnity by a Fund the Custodian may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund the Custodian shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund the Custodian may be subject to an indemnification obligation; provided provided, however, a Person the Fund shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund the Custodian has not acknowledged in writing its obligation to indemnify the Person Fund with respect to such litigation or proceeding. If such Fund the Custodian is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person if the Custodian chooses not to so participate, the Fund shall not consent to the entry of any judgment judgement or enter into any settlement in any such litigation or proceeding without providing each applicable Fund the Custodian with adequate notice of any such settlement or judgmentjudgement, and without each such Fundthe Custodian's prior written consentconsent which consent shall not be unreasonably withheld or delayed. All Persons The Fund shall submit written evidence to each applicable Fund the Custodian with respect to any cost or expense for which they are it is seeking indemnification in such form and detail as such Fund the Custodian may reasonably request. Section 5.07.

Notice of Litigation, Right to Prosecute, Etc. No Fund or Portfolio shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund or Portfolio in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Portfolio may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Portfolio shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Portfolio to any Person, such Fund or Portfolio may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund or Portfolio may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund or Portfolio has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund or Portfolio is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Portfolio with adequate notice of any such settlement or judgment, and without each such Fund's or Portfolio's prior written consent. All Persons shall submit written evidence to each applicable Fund or Portfolio with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Portfolio may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 10 unless a Person the party seeking indemnification shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person party seeking indemnification in respect of which indemnity may be sought under this Section 5.0310. With respect to such claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject and to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Personthe party seeking indemnification, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person the party seeking indemnification shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person party seeking indemnification with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person the party seeking indemnification shall reasonably prosecute such litigation or proceeding. A Person The party seeking indemnification shall not consent to the entry of any judgment judgement or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgmentjudgement, and without each such Fund's ’s prior written consent. All Persons The party seeking indemnification shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund or Portfolio shall be liable for indemnification under this Section 5.03 3.03 unless a Person shall have promptly notified such Fund or Portfolio in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.033.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Portfolio may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Portfolio shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Portfolio to any Person, such Fund or Portfolio may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund or Portfolio may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund or Portfolio has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund or Portfolio is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Portfolio with adequate notice of any such settlement or judgment, and without each such Fund's or Portfolio's prior written consent. All Persons shall submit written evidence to each applicable Fund or Portfolio with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Portfolio may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 5.03 unless a Person 6.03 if such Indemnitee shall have failed promptly notified to notify such Fund in writing of the commencement of any litigation or proceeding brought against such Person Indemnitee in respect of which indemnity may be sought under this Section 5.036.03 to the extent that such failure to notify shall have had a material adverse effect on such Fund or Series. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any PersonIndemnitee, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided provided, however, a Person an Indemnitee shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person Indemnitee shall reasonably prosecute such litigation or proceeding. A Person An Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent, which consent shall not be unreasonably withheld. All Persons Indemnitees shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.seeking

Notice of Litigation, Right to Prosecute, Etc. No The Fund shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund to any Person, such the Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such the Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such the Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable the Fund with adequate notice of any such settlement or judgment, and without each such the Fund's ’s prior written consent. All Persons shall submit written evidence to each applicable the Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund to any Person, such the Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such the Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such the Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable the Fund with adequate notice of any such settlement or judgment, and without each such the Fund's ’s prior written consent. All Persons shall submit written evidence to each applicable the Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund or Portfolio shall be liable for indemnification under this Section 5.03 3.03 unless a Person shall have promptly notified such Fund or Portfolio in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.033.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Portfolio may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Portfolio shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Portfolio to any Person, such Fund or Portfolio may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund or Portfolio may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding and, after written notice from such Fund or Portfolio to any Person, such Fund or Portfolio may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund or Portfolio may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund or Portfolio has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund or Portfolio is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Portfolio with adequate notice of any such settlement or judgment, and without each such Fund's or Portfolio's prior written consent. All Persons shall submit written evidence to each applicable Fund or Portfolio with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Portfolio may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Neither the Custodian nor the Fund shall be liable for or indemnification under Section 6 of this Section 5.03 Agreement unless a Person shall have promptly notified such the Custodian or the relevant Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.036. With respect to claims in such litigation or proceedings for which indemnity by the Custodian or a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Custodian and the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Custodian or the Fund to any Person, such the Custodian or the relevant Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Custodian or the Fund may be subject to an indemnification obligation; provided provided, however, a Person shall be entitled to participate in (but not control) ), at its own cost and expense, the defense of any such litigation or proceeding if such the Custodian or the Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such the Custodian or the Fund is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No The Fund shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund to any Person, such the Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such the Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such the Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable the Fund with adequate notice of any such settlement or judgment, and without each such the Fund's prior written consent. All Persons shall submit written evidence to each applicable the Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund may reasonably request.

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for Any Person entitled to indemnification under this Section 5.03 unless a Person 5.3(a) hereof shall have promptly notified such notify the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.035.3; provided, however, that the failure to so notify the Fund promptly will not relieve the Fund from any liability except to the extent that the Fund shall have been prejudiced as a result of such failure. With respect to claims in such litigation or proceedings for which indemnity by a the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund to any Person, such the Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such the Fund may be subject to an indemnification obligation; provided provided, however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such the Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such the Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable the Fund with adequate notice of any such settlement or judgment, and without each such the Fund's prior written consent. All Persons shall submit written evidence to each applicable the Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund may reasonably request.