Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor therefore to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board The Fund shall be entitled to assume the defense of any Proceeding for which the Board Member Trustee seeks indemnification or advancement of Expenses under this Agreement. HoweverNotwithstanding the foregoing, however, counsel selected by the Board Member Trustee shall conduct the defense of the Board Member Trustee to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board MemberTrustee, and the Fund shall indemnify the Board Member therefor Trustee for the Expenses of such defense to the extent otherwise permitted under this Agreement, if (1) the Board Member Trustee reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member Trustee and the positions of the Fund or the of other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member Trustee otherwise reasonably concludes that representation of both the Board Member, Trustee and the Fund and or any such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member Trustee, but neither the Fund nor any such other party who is indemnified by the Fund, and the Board Member Trustee reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has Fund shall not selected counsel have elected to assume the defense of any such Proceeding for the Board Member Trustee within thirty days after receiving written notice thereof from the Board MemberTrustee, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board The Fund shall be entitled to assume the defense of any Proceeding for which the Board Member Trustee seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member Trustee shall conduct the defense of the Board Member Trustee to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board MemberTrustee, and the Fund shall indemnify the Board Member Trustee therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member Trustee reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member Trustee and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member Trustee otherwise reasonably concludes that representation of both the Board MemberTrustee, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member Trustee, but neither the Fund nor any such other party who is indemnified by the Fund, and the Board Member Trustee reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has Fund shall not selected counsel have elected to assume the defense of any such Proceeding for the Board Member Trustee within thirty days after receiving written notice thereof from the Board MemberTrustee, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund Trust shall indemnify the Board Member therefor therefore to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund Trust or the other parties to the Proceeding that are indemnified by the Fund Trust and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund Trust and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund Trust nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the FundTrust. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund Trust shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board The Corporation shall be entitled to assume the defense of any Proceeding for which the Board Member Director seeks indemnification or advancement of Expenses under this Agreement. However, a Director may request separate counsel if he or she so elects. Counsel selected by the Board Member Director shall conduct the defense of the Board Member Director to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board MemberDirector, and the Fund Corporation shall indemnify the Board Member therefor Director therefore to the extent otherwise permitted under this Agreement, if (1) the Board Member Director reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member Director and the positions of the Fund Corporation or the other parties to the Proceeding that are indemnified by the Fund Corporation and not represented by separate counsel, or the Board Member Director otherwise reasonably concludes that representation of both the Board MemberDirector, the Fund Corporation and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member Director but neither the Fund Corporation nor any such other party and the Board Member Director reasonably withholds consent to being represented by counsel selected by the FundCorporation. If the Board has Corporation shall not selected counsel have elected to assume the defense of any such Proceeding for the Board Member Director within thirty days after receiving written notice thereof from the Board MemberDirector, the Fund Corporation shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board The Fund shall be entitled to assume the defense of any Proceeding for which the Board Member Director seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member Director shall conduct the defense of the Board Member Director to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board MemberDirector, and the Fund shall indemnify the Board Member Director therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member Director reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member Director and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member Director otherwise reasonably concludes that representation of both the Board MemberDirector, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member Director, but neither the Fund nor any such other party who is indemnified by the Fund, and the Board Member Director reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has Fund shall not selected counsel have elected to assume the defense of any such Proceeding for the Board Member Director within thirty days after receiving written notice thereof from the Board MemberDirector, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board The Corporation shall be entitled to assume the defense of any Proceeding for which the Board Member Indemnitee seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member Indemnitee shall conduct the defense of the Board Member Indemnitee to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board MemberIndemnitee, and the Fund Corporation shall indemnify the Board Member Indemnitee therefor to the extent otherwise permitted under this Agreement, if (1i) the Board Member Indemnitee reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member Indemnitee and the positions of the Fund Corporation or the other parties to the Proceeding that are indemnified by the Fund Corporation and not represented by separate counsel, or the Board Member Indemnitee otherwise reasonably concludes that representation of both the Board MemberIndemnitee, the Fund Corporation and such other parties by the same counsel would not be appropriate, or (2ii) the Proceeding involves the Board Member Indemnitee, but neither the Fund Corporation nor any such other party who is indemnified by the Corporation, and the Board Member Indemnitee reasonably withholds consent to being represented by counsel selected by the FundCorporation. If the Board has Corporation shall not selected counsel have elected to assume the defense of any such Proceeding for the Board Member Indemnitee within thirty (30) days after receiving written notice thereof from the Board MemberIndemnitee, the Fund Corporation shall be deemed to have waived any right it might otherwise have to assume such defense.

Selection of Counsel. Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund Series shall indemnify the Board Member therefor therefore to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund Series or the other parties to the Proceeding that are indemnified by the Fund Series and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund Series and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund Series nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the FundSeries. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund Series shall be deemed to have waived any right it might otherwise have to assume such defense.