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

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by the Custodian of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in 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 Agreement, except to the extent that such failure to notify results in the forfeiture by the Fund or Series of any of substantive rights or defenses. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding at its own expense with counsel of its choice; 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. Upon the assumption by a 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 fees and expenses, (ii) the Fund or 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 or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. 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 or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ prior written consent, which consent shall not be unreasonably withheld. All Indemnitees 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. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by the Custodian No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund or Series in writing of the commencement of any litigation or proceeding brought against an such Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.03 to the extent that such failure to notify results in the forfeiture by the shall have had a material adverse effect on such Fund or Series of any of substantive rights or defensesSeries. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; 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. Upon the assumption by a Fund or Series of ; provided, however, an Indemnitee shall be entitled to participate in at its own cost and expense, the defense of a Claim, any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Custodian may Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. 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 or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheld. All Indemnitees 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. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent.. (c)

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by The Trust shall not be liable for indemnification under this Article 8 unless the Custodian person seeking indemnification shall have notified the Trust 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 Trust in respect of such claim or (ii) promptly after the commencement of any litigation or proceeding brought against an Indemnitee such person, in respect of which indemnity may be sought; provided that in the case of clause (a “Claim”), when seeking i) of this section [8.4] the Trust shall not be liable for such indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in 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 Agreement, except to the extent that the Trust is disadvantaged by any such failure to notify results delay in the forfeiture by the Fund or Series of any of substantive rights or defensesnotification. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Series the Trust may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series the Trust shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Series the Trust to any Indemniteethe person seeking indemnification, such Fund or Series the Trust may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series the Trust may be subject to an indemnification obligation. Upon the assumption by a Fund or Series of , provided that such person shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if the Custodian may Trust has not acknowledged in writing its obligation to indemnify such person with respect to such litigation or proceeding. If the Trust is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such person shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. An Indemnitee A person seeking indemnification hereunder shall not consent to the entry of any judgment judgement or enter into any settlement in of any such litigation or proceeding without providing each applicable Fund or Series the Trust with adequate notice of any such settlement or judgment, judgement and without each such Fund’s or Series’ the Trust's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. All Indemnitees persons seeking indemnification hereunder shall submit written evidence to each applicable Fund or Series the Trust with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Series the Trust may reasonably request. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by the Custodian No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund in writing of the commencement of any litigation or proceeding brought against an such Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.03 to the extent that such failure to notify results in the forfeiture by the shall have had a material adverse effect on such Fund or Series of any of substantive rights or defensesSeries. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; 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. Upon the assumption by a Fund or Series of ; provided, however, an Indemnitee shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Custodian may Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. 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 or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ prior written consent, which consent shall not be unreasonably withheld. All Indemnitees 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. With respect to the Custodian, if a Fund or Series has acknowledged acknowledged. in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by the Custodian No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund in writing of the commencement of any litigation or proceeding brought against an such Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.03 to the extent that such failure to notify results in the forfeiture by the shall have had a material adverse effect on such Fund or Series of any of substantive rights or defensesSeries. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; 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. Upon the assumption by a Fund or Series of ; provided, however, an Indemnitee shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Custodian may Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. 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 or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheld. All Indemnitees 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. With respect to the Custodian., if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent.

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by the Custodian No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund or Series in writing of the commencement of any litigation or proceeding brought against an such Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.03 to the extent that such failure to notify results in the forfeiture by the shall have had a material adverse effect on such Fund or Series of any of substantive rights or defensesSeries. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; 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. Upon the assumption by a Fund or Series of ; provided, however, an Indemnitee shall be entitled to participate in at its own cost and expense, the defense of a Claim, any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Custodian may Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. 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 or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheld. All Indemnitees 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. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent.

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by The Fund shall not be liable for indemnification under this section 5.3 unless the Custodian person seeking indemnification shall have notified 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 an Indemnitee such person, in respect of which indemnity may be sought; provided that in the case of clause (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series i) of such Claim in writing. Failure by the Custodian to so notify this section 5.3(b) the Fund or Series will shall not relieve any Fund or Series from its obligation to indemnify the Indemnitees under this Agreement, except be liable for such indemnification to the extent that such failure to notify results in the forfeiture by the Fund or Series of is disadvantaged by any of substantive rights or defensessuch delay in notification. With respect to claims in such litigation or proceedings for which indemnity by a the Fund or Series may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund or Series to any Indemniteethe person seeking indemnification, such the Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such the Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series of , provided that such person shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if the Custodian may Fund has not acknowledged in writing its obligation to indemnify such person with respect to such litigation or proceeding. If the Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such person shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. An Indemnitee A 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 or Series with adequate notice of any such settlement or judgment, judgment and without each such the Fund’s or Series’ prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. All Indemnitees persons seeking indemnification hereunder shall submit written evidence to each applicable the Fund or Series with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund or Series may reasonably request. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by If a person seeking indemnification pursuant to Section 13.3(1) hereof fails to promptly notify the Custodian Fund in writing of the commencement of any litigation or any proceeding brought against an Indemnitee such person (a “Claim”"Proceeding"), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in writing. Failure by the Custodian to so notify the Fund or Series will shall not relieve any Fund or Series from its obligation to indemnify the Indemnitees be liable for indemnification under this Agreement, except Contract with respect to such Proceeding to the extent that the Fund's ability to defend is prejudiced by such failure to notify results in the forfeiture by the Fund or Series of any of substantive rights or defensesfailure. With respect to claims in such litigation or proceedings a Proceeding for which indemnity by a the Fund or Series may be sought and subject to applicable law and sought, the ruling of any court of competent jurisdiction, such Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding at its own expense with counsel of its choice; provided that such counsel is acceptable in the defense, or, if it so elects, to assume the Custodian in respect of that portion of the litigation for which such Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series control of the defense of a Claim, any Proceeding. In the Custodian may participate in event the Fund elects to assume the control of the defense of any Proceeding, the persons seeking indemnification pursuant to Section 13.3(1) hereof involved in such Claim at any time and Proceeding may retain its own additional counsel for purposes of the Proceeding but the applicable Fund or Series shall not be liable for any legal bear all fees or and expenses subsequently incurred by the Custodian in connection with the defense thereofof such retention of such counsel, unless (i) the Fund shall have specifically authorized the retention of such counsel, or Series has agreed (ii) if the Fund and such indemnified persons agree that the retention of such counsel is required as a result of a conflict of interest. If the Fund assumes control of any Proceeding hereunder, the Fund shall keep the persons seeking indemnification pursuant to Section 13.3(1) hereof notified of the progress of such Proceeding and, upon request, consult with such persons and their counsel concerning such Proceeding. The Fund will, upon request by the persons seeking indemnification pursuant to Section 13.3(1) hereof, either pay in the first instance or reimburse such fees and expensespersons for any expenses subject to indemnity hereunder. The Fund shall not settle or compromise any Proceeding without the prior written consent of each person seeking indemnification pursuant to Section 13.3(1) hereof involved in such Proceeding, which consent shall not be unreasonably upheld, unless (i) such settlement or compromise involves no admission of guilt, wrongdoing, or misconduct by any such person, (ii) the Fund such settlement or Series shall have failed compromise does not impose any obligations or restrictions on any such person other than obligations to employ counsel pay money that are subject to the Custodian in a timely manner or indemnity under this Contract, and (iii) the Custodian Fund shall have reasonably determined that representation paid, or made arrangements satisfactory to such person for payment of, all amounts payable by each such person in connection with such settlement. Except as part of Custodian a settlement or compromise by counsel provided by a the Fund or Series in accordance with the provisions of the immediately preceding paragraph, no person seeking indemnification pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. An Indemnitee shall not Section 13.3(1) hereof may consent to the entry of any judgment or enter into settle any settlement in any such litigation or proceeding Proceeding subject to indemnity hereunder without providing each applicable the Fund or Series with adequate at least 15 days prior written notice of any such judgment or settlement or judgment, and without each such Fund’s or Series’ the prior written consentconsent of the Fund, which consent shall will not be unreasonably withheldreasonably withheld (to the extent such Proceeding relates to such person). All Indemnitees Each person seeking indemnification pursuant to Section 13.3(1) hereof shall submit written evidence to each applicable the Fund or Series with respect to any cost or expense for which they are such person is seeking indemnification in such form and detail as such the Fund or Series may reasonably request. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by The Custodian shall not be liable for indemnification for losses or expenses arising out of litigation against a Fund Indemnitee under this Section 6.05 if such Fund Indemnitee shall have failed promptly to notify the Custodian in writing of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series Indemnitee in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.05 to the extent that such failure to notify results in shall have had a material adverse effect on the forfeiture by the Fund or Series of any of substantive rights or defensesCustodian. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Series the Custodian may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series the Custodian shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Custodian to the Fund or Series to any Indemnitee, such Fund or Series the Custodian may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series the Custodian may be subject to an indemnification obligation. Upon the assumption by ; provided, however, a Fund or Series of Indemnitee shall be entitled to participate in at its own cost and expense, the defense of any such litigation or proceeding if the Custodian has not acknowledged in writing its obligation to indemnify the Fund Indemnitee with respect to such litigation or proceeding. If the Custodian is not permitted to participate in or control such litigation or proceeding under applicable law or by a Claimruling of a court of competent jurisdiction, the Custodian may participate in the defense of Fund Indemnitee shall reasonably prosecute such Claim at any time and may retain its own counsel but the applicable litigation or proceeding. A 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 fees and expenses, (ii) the Fund or 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 or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. 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 or Series the Custodian with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ the Custodian's prior written consent, which consent shall not be unreasonably withheld. All Fund Indemnitees shall submit written evidence to each applicable Fund or Series the Custodian with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Series the Custodian may reasonably request. With respect to the Custodianany Fund Indemnitee, if a Fund or Series the Custodian has acknowledged in writing its obligation to indemnify the Custodiansuch Fund Indemnitee, the Fund or Series Indemnitee shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent.

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by the Custodian No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund in writing of the commencement of any litigation or proceeding brought against an again such Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.03 to the extent that such failure to notify results in the forfeiture by the shall have had a material adverse effect on such Fund or Series of any of substantive rights or defensesSeries. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; 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. Upon the assumption by a Fund or Series of ; provided, however, an Indemnitee shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Custodian may Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. 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 or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheld. All Indemnitees 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. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent.

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by the Custodian No Fund or Series shall be liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund in writing of the commencement of any litigation or proceeding brought against an such Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.03 to the extent that such failure to notify results in the forfeiture by the shall have had a material adverse affect on such Fund or Series of any of substantive rights or defensesSeries. With respect to claims in such litigation or proceedings 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 and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; 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. Upon the assumption by a Fund or Series of ; provided, however, an Indemnitee shall be entitled to participate in (but not control) at is own cost and expense, the defense of a Claim, any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Custodian may Indemnitee with respect to such litigation or proceeding. If such Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. An Indemnitee 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 or Series with adequate notice of any such settlement or judgmentjudgement, and without each such Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheld. All Indemnitees shall submit written evidence to each applicable Fund or Series with respect to any cost or of expense for which they are seeking indemnification in such form and detail as such Fund or Series may reasonably request. With respect request to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent.

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by If a person seeking indemnification pursuant to Section 13.3(1) hereof fails to promptly notify the Custodian Fund in writing of the commencement of any litigation or any proceeding brought against an Indemnitee such person (a “Claim”"Proceeding"), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in writing. Failure by the Custodian to so notify the Fund or Series will shall not relieve any Fund or Series from its obligation to indemnify the Indemnitees be liable for indemnification under this Agreement, except Contract with respect to such Proceeding to the extent that the Fund's ability to defend is prejudiced by such failure to notify results in the forfeiture by the Fund or Series of any of substantive rights or defensesfailure. With respect to claims in such litigation or proceedings a Proceeding for which indemnity by a the Fund or Series may be sought and subject to applicable law and sought, the ruling of any court of competent jurisdiction, such Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding at its own expense with counsel of its choice; provided that such counsel is acceptable in the defense, or, if it so elects, to assume the Custodian in respect of that portion of the litigation for which such Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series control of the defense of a Claim, any Proceeding. In the Custodian may participate in event the Fund elects to assume the control of the defense of any Proceeding, the persons seeking indemnification pursuant to Section 13.3(1) hereof involved in such Claim at any time and Proceeding may retain its own additional counsel for purposes of the Proceeding but the applicable Fund or Series shall not be liable for any legal bear all fees or and expenses subsequently incurred by the Custodian in connection with the defense thereofof such retention of such counsel, unless (i) the Fund shall have specifically authorized the retention of such counsel, or Series has agreed (ii) if the Fund and such indemnified persons agree that the retention of such counsel is required as a result of a conflict of interest. If the Fund assumes control of any Proceeding hereunder, the Fund shall keep the persons seeking indemnification pursuant to Section 13.3(1) hereof notified of the progress of such Proceeding and, upon request, consult with such persons and their counsel concerning such Proceeding. The Fund will, upon request by the persons seeking indemnification pursuant to Section 13.3(1) hereof, either pay in the first instance or reimburse such fees and expensespersons for any expenses subject to indemnity hereunder. The Fund shall not settle or compromise any Proceeding without the prior written consent of each person seeking indemnification pursuant to Section 13.3(1) hereof involved in such Proceeding, which consent shall not be unreasonably upheld, unless (i) such settlement or compromise involves no admission of guilt, wrongdoing, or misconduct by any such person, (ii) the Fund such settlement or Series shall have failed compromise does not impose any obligations or restrictions on any such person other than obligations to employ counsel pay money that are subject to the Custodian in a timely manner or indemnity under this Contract, and (iii) the Custodian Fund shall have reasonably determined that representation paid, or made arrangements satisfactory to such person for payment of, all amounts payable by each such person in connection with such settlement. Except as part of Custodian a settlement or compromise by counsel provided by a the Fund or Series in accordance with the provisions of the immediately preceding paragraph, no person seeking indemnification pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. An Indemnitee shall not Section 13.3(1) hereof may consent to the entry of any judgment or enter into settle any settlement in any such litigation or proceeding Proceeding subject to indemnity hereunder without providing each applicable the Fund or Series with adequate at least 15 days prior written notice of any such judgment or settlement or judgment, and without each such Fund’s or Series’ the prior written consentconsent of the Fund, which consent shall will not be unreasonably withheld. All Indemnitees 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. With respect withheld (to the Custodian, if a Fund or Series has acknowledged in writing its obligation extent such Proceeding relates to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consentsuch person).

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by The Custodian shall not be liable for indemnification for losses or expenses arising out of litigation against a Fund Indemnitee under this Section 6.05 if such Fund Indemnitee shall have failed promptly to notify the Custodian in writing of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series Indemnitee in respect of such Claim in 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 which indemnity may be sought under this Agreement, except Section 6.05 to the extent that such failure to notify results in shall have had a material adverse effect on the forfeiture by the Fund or Series of any of substantive rights or defensesCustodian. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Series the Custodian may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series the Custodian shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Custodian to the Fund or Series to any Indemnitee, such Fund or Series the Custodian may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series the Custodian may be subject to an indemnification obligation. Upon the assumption by ; provided, however, a Fund or Series of Indemnitee shall be entitled to participate in at its own cost and expense, the defense of any such litigation or proceeding if the Custodian has not acknowledged in writing its obligation to indemnify the Fund Indemnitee with respect to such litigation or proceeding. If the Custodian is not permitted to participate in or control such litigation or proceeding under applicable law or by a Claimruling of a court of competent jurisdiction, the Custodian may participate in the defense of Fund Indemnitee shall reasonably prosecute such Claim at any time and may retain its own counsel but the applicable litigation or proceeding. A 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 fees and expenses, (ii) the Fund or 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 or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. 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 or Series the Custodian with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ the Custodian's prior written consent, which consent shall not be unreasonably withheld. All Fund Indemnitees shall submit written evidence to each applicable Fund or Series the Custodian with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund or Series the Custodian may reasonably request. With respect to the Custodianany Fund Indemnitee, if a Fund or Series the Custodian has acknowledged in writing its obligation to indemnify the Custodiansuch Fund Indemnitee, the Fund or Series Indemnitee shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s 's prior written consent. Section 6.06.

Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by The Fund shall --------------------------------------------- not be liable for indemnification under this section 5.3 unless the Custodian person seeking indemnification shall have notified 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 an Indemnitee such person, in respect of which indemnity may be sought; provided that in the case of clause (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series i) of such Claim in writing. Failure by the Custodian to so notify this section 5.3(b) the Fund or Series will shall -------- not relieve any Fund or Series from its obligation to indemnify the Indemnitees under this Agreement, except be liable for such indemnification to the extent that such failure to notify results in the forfeiture by the Fund or Series of is disadvantaged by any of substantive rights or defensessuch delay in notification. With respect to claims in such litigation or proceedings for which indemnity by a the Fund or Series may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund or Series to any Indemniteethe person seeking indemnification, such the Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such the Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series of , provided that such person -------- shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if the Custodian may Fund has not acknowledged in writing its obligation to indemnify such person with respect to such litigation or proceeding. If the Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such person shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. An Indemnitee A 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 or Series with adequate notice of any such settlement or judgment, judgment and without each such the Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. All Indemnitees persons seeking indemnification hereunder shall submit written evidence to each applicable the Fund or Series with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund or Series may reasonably request. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by The Custodian shall not be liable for indemnification under this Section 5.06 unless the Fund shall have promptly notified the Custodian in writing of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in 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 in respect of which indemnity may be sought under this Agreement, except to the extent that such failure to notify results in the forfeiture by the Fund or Series of any of substantive rights or defensesSection 5.06. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Series the Custodian may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series the Custodian shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense with counsel of such litigation or proceeding its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series the Custodian may be subject to an indemnification obligation. Upon ; provided, however, the assumption by a Fund or Series of shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if the Custodian has not acknowledged in writing its obligation to indemnify the Fund with respect to such litigation or proceeding. If the Custodian is not permitted to participate or control such litigation or proceeding under applicable law or by a Claimruling of a court of competent jurisdiction, or if the Custodian chooses not to so participate, 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 fees and expenses, (ii) the Fund or 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 or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. 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 or Series the Custodian with adequate notice of any such settlement or judgment, and without each such Fundthe Custodian’s or Series’ prior written consent, consent which consent shall not be unreasonably withheldwithheld or delayed. All Indemnitees The Fund shall submit written evidence to each applicable Fund or Series 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 or Series the Custodian may reasonably request. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series 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. Promptly upon receipt by The Fund shall not be liable for indemnification under this section 5.3 unless the Custodian person seeking indemnification shall have notified 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 an Indemnitee such person, in respect of which indemnity may be sought; provided that in the case of clause (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series i) of such Claim in writing. Failure by the Custodian to so notify this section 5.3(b) the Fund or Series will shall not relieve any Fund or Series from its obligation to indemnify the Indemnitees under this Agreement, except be liable for such indemnification to the extent that such failure to notify results in the forfeiture by the Fund or Series of is disadvantaged by any of substantive rights or defensessuch delay in notification. With respect to claims in such litigation or proceedings for which indemnity by a the Fund or Series may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such the Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such the Fund or Series to any Indemniteethe person seeking indemnification, such the Fund or Series may assume the defense of such litigation or proceeding with counsel of its choice at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such the Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series of , provided that 13 17 such person shall be entitled to participate in (but not control) at its own cost and expense, the defense of a Claim, any such litigation or proceeding if the Custodian may Fund has not acknowledged in writing its obligation to indemnify such person with respect to such litigation or proceeding. If the Fund is not permitted to participate in the defense of or control such Claim at any time and may retain its own counsel but the litigation or proceeding under applicable Fund law 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 fees and expenses, (ii) the Fund or 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 ruling of a court of competent jurisdiction, such person shall reasonably prosecute such litigation or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Seriesproceeding. An Indemnitee A 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 or Series with adequate notice of any such settlement or judgment, judgment and without each such the Fund’s or Series’ 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. All Indemnitees persons seeking indemnification hereunder shall submit written evidence to each applicable the Fund or Series with respect to any cost or expense for which they are seeking indemnification in such form and detail as such the Fund or Series may reasonably request. With respect to the Custodian, if a Fund or Series has acknowledged in writing its obligation to indemnify the Custodian, the Fund or Series shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent5.4.