Common use of Responsibility of Custodian - Indemnification Clause in Contracts

Responsibility of Custodian - Indemnification. Reasonable Care - Notwithstanding anything to the contrary in this Agreement, the Custodian will be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but will be kept indemnified by and will be without liability to the Fund for any action taken or omitted by it in good faith without negligence. Notice to Fund - in order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked to indemnify or hold the Custodian harmless, the Fund will be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. Defense of Custodian - The Fund will have the option to defend the Custodian against any claim which may he the subject of this indemnification, and in the event that the Fund so elects, it will so notify the Custodian, and thereupon the Fund will take over complete defense of the claim and the Custodian will in such situation initiate no further legal or other expenses for which it will seek indemnification under this Section. The Custodian will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing in this Section will be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian will be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or such other counsel as may be agreed to by the parties) on all matters, and will be without liability for any action reasonably taken or omitted pursuant to such advice. If the Fund requires the Custodian to take any action with respect to securities that involves the payment of money, or that may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, will indemnify the Custodian in an amount and form satisfactory to it. If a Portfolio requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee incurs or is assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except as may arise from the Custodian's or its agent's negligent action or omission, or willful misconduct, any property held for the account of the Portfolio will serve as security. If the Portfolio fails to repay the Custodian promptly, the Custodian will be entitled to use available cash and to dispose of the Portfolio's assets to the extent necessary for reimbursement. If the Custodian exercises this option, it must give the Portfolio reasonable notice so as to enable the Portfolio to repay the cash or securities advanced. Such notice will not preclude the Custodian from asserting any lien under this provision.

Responsibility of Custodian - Indemnification. Reasonable Care - Notwithstanding anything to the contrary in this Agreement, the Custodian will be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but will be kept indemnified by and will be without liability to the Fund Portfolio for any action taken or omitted by it in good faith without negligence. Notice to Fund Portfolio - in In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund Portfolio may be asked to indemnify or hold the Custodian harmless, the Fund Portfolio will be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Fund Portfolio promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundPortfolio. Defense of Custodian - The Fund Portfolio will have the option to defend the Custodian against any claim which may he be the subject of this indemnification, and in the event that the Fund Portfolio so elects, it will so notify the Custodian, and thereupon the Fund Portfolio will take over complete defense of the claim and the Custodian will in such situation initiate no further legal or other expenses for which it will seek indemnification under this Section. The Custodian will in no case confess any claim or make any compromise in any case in which the Fund Portfolio will be asked to indemnify the Custodian except with the FundPortfolio's prior written consent. Nothing in this Section will be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the FundPortfolio. The Custodian will be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund Portfolio or such other counsel as may be agreed to by the parties) on all matters, and will be without liability for any action reasonably taken or omitted pursuant to such advice. If the Fund Portfolio requires the Custodian to take any action with respect to securities that involves the payment of money, or that may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund Portfolio being liable for the payment of money or incurring liability of some other form, the FundPortfolio, as a prerequisite to requiring the Custodian to take such action, will indemnify the Custodian in an amount and form satisfactory to it. If a the Portfolio requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee incurs or is assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except as may arise from the Custodian's or its agent's negligent action or omission, or willful misconduct, any property held for the account of the Portfolio will serve as security. If the Portfolio fails to repay the Custodian promptly, the Custodian will be entitled to use available cash and to dispose of the Portfolio's assets to the extent necessary for reimbursement. If the Custodian exercises this option, it must give the Portfolio reasonable notice so as to enable the Portfolio to repay the cash or securities advanced. Such notice will not preclude the Custodian from asserting any lien under this provision.

Responsibility of Custodian - Indemnification. Reasonable Care - Notwithstanding anything So long as and to the contrary in this Agreementextent that it has exercised reasonable care, the Custodian will shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held to the exercise of reasonable care harmless in carrying out the provisions of this Agreementacting upon any notice, but will be kept indemnified by and will be without liability to the Fund for any action taken request, consent, certificate or omitted other instrument reasonably believed by it in good faith without negligence. Notice to Fund - in order for be genuine and to be signed by the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked to indemnify proper party or hold the Custodian harmless, the Fund will be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. Defense of Custodian - The Fund will have the option to defend the Custodian against any claim which may he the subject of this indemnification, and in the event that the Fund so elects, it will so notify the Custodian, and thereupon the Fund will take over complete defense of the claim and the Custodian will in such situation initiate no further legal or other expenses for which it will seek indemnification under this Sectionparties. The Custodian will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing in this Section will be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian will shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or such other counsel as may be agreed to by the partiesFund) on all matters, and will shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. The Fund shall indemnify the Custodian and hold it harmless from and against all claims, liabilities and expenses (including attorneys' fees) which the Custodian may suffer or incur on account of being Custodian hereunder, except to the extent such claims, liabilities and expenses are caused by the Custodian's own negligence or bad faith. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be constructed to modify the standards of care and responsibility set forth in Section I of Article II hereof with respect to subcustodians and in Section J(6) of Article II hereof with respect to the Securities System. The provisions of this paragraph shall survive termination of this Agreement. If the Fund requires the Custodian to take any action with respect to securities that securities, which action involves the payment of money, money or that which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, will indemnify shall provide indemnity to the Custodian in an amount and form satisfactory to it. If a Portfolio requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee incurs or is assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except as may arise from the Custodian's or its agent's negligent action or omission, or willful misconduct, any property held for the account of the Portfolio will serve as security. If the Portfolio fails to repay the Custodian promptly, the Custodian will be entitled to use available cash and to dispose of the Portfolio's assets to the extent necessary for reimbursement. If the Custodian exercises this option, it must give the Portfolio reasonable notice so as to enable the Portfolio to repay the cash or securities advanced. Such notice will not preclude the Custodian from asserting any lien under this provision.

Responsibility of Custodian - Indemnification. Reasonable Care - Notwithstanding anything So long as and to the contrary extent that it is in this Agreementthe exercise of reasonable care, the Custodian will shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but will shall be kept indemnified by and will shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence, misfeasance or willful misconduct. Notice The Custodian shall be entitled to Fund - in order rely on and act upon advice of counsel (who may be counsel for the indemnification provision contained Fund) and, except as provided in the next paragraph of this Section 14, shall be without liability for any action reasonably taken or omitted pursuant to applysuch advice. The Custodian shall be without liability to the Fund for any loss, it liability, claim or expense resulting from or caused by anything which is understood that if (A) part of Country Risk, including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism or (B) part of the "prevailing country risk" of the Fund, as such term is used in Securities and Exchange Commission Release Nos. IC-22658; IS-1080 (May 12, 1997) or as such term or other similar terms are now or in the future interpreted by the Securities and Exchange Commission or by the staff of the Division of Investment Management thereof. In any case in which the Fund may be asked to indemnify or hold the Custodian harmless, the Fund will shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Fund 22 promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund; provided, however, that the failure to so advise, identify or notify the Fund shall not in any way limit the Fund's liability for indemnification under this Contract with respect to any such claim to the extent that the defense thereof is not materially prejudiced by such failure. Defense of If the Fund acknowledges in writing that the Custodian - The is entitled to indemnification, the Fund will shall have the option to defend the Custodian against any claim which may he be the subject of this indemnification, and in the event that the Fund so elects, it will so notify the Custodian, and thereupon the Fund will shall take over complete defense of the claim claim. In the event the Fund elects to assume the control of the defense of the claim, the Custodian may participate in such proceeding and retain additional counsel but shall bear all fees and expenses of such retention of such counsel, unless (i) the Fund shall have specifically authorized the retention of such counsel, or (ii) if the Fund and the Custodian will agree that the retention of such counsel is required as a result of a conflict of interest. In the event the Fund assumes control of any proceeding, the Fund shall keep the Custodian notified of the progress of such proceeding and, upon request, consult with the Custodian and counsel. The Fund will, upon request by the Custodian, either pay in the first instance or reimburse the Custodian for any expenses subject to indemnity hereunder. The Fund shall not settle or compromise any proceeding without the prior written consent of the Custodian unless (i) such situation initiate settlement or compromise involves no further legal admission of guilt, wrongdoing, or misconduct by the Custodian, (ii) such settlement or compromise does not impose any obligations or restrictions on the Custodian other expenses for which it will seek indemnification than obligations to pay money that are subject to indemnity under this SectionAgreement, and (iii) the Fund shall have paid, or made arrangements satisfactory to the Custodian for payment of amounts payable by the Custodian in connection with such settlement. The Custodian will shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing in this Section will Except as may arise from the Custodian's own negligence, misfeasance or willful misconduct or the negligence, misfeasance or willful misconduct of a sub-custodian or agent, the Custodian shall be construed without liability to limit the Fund for any right loss, liability, claim or cause of action on expense resulting from or caused by; (i) events or circumstances beyond the part reasonable control of the Custodian under this Agreement which is independent or any sub-custodian or Securities System or any agent or nominee of any right or cause of action on the part of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or its investment adviser of the Fund in its instructions to the Custodian, provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any change in any provision of any present law 23 or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. The Custodian will shall be entitled to rely on and may act upon advice of counsel (who may be counsel liable for the Fund acts or such other counsel omissions of a Foreign Sub-Custodian to the same extent as may be agreed set forth with respect to by the parties) on all matters, and will be without liability for any action reasonably taken or omitted pursuant to such advicesub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to securities that securities, which action involves the payment of money, money or that which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, will indemnify shall provide indemnity to the Custodian in an amount and form satisfactory to it. If a Portfolio the Fund requires the Custodian Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee incurs shall incur or is be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this AgreementAgreement that are related directly to the Fund's securities transactions, except such as may arise from the Custodian's or its agentnominee's own negligent action or omissionaction, negligent failure to act, misfeasance or willful misconduct, any property at any time held for the account of the Portfolio will serve as security. If Fund shall be security therefor and should the Portfolio fails Fund fail to repay the Custodian promptly, the Custodian will shall be entitled to use utilize available cash and to dispose of the PortfolioFund's assets to the extent necessary for to obtain reimbursement. If In no event shall the Custodian exercises this optionbe liable for indirect, it must give the Portfolio reasonable notice so as to enable the Portfolio to repay the cash special or securities advanced. Such notice will not preclude the Custodian from asserting any lien under this provisionconsequential damages.

Responsibility of Custodian - Indemnification. Reasonable Care - Notwithstanding anything to the contrary in this Agreement, the Custodian will be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but will be kept indemnified by and will be without liability to the Fund for any action taken or omitted by it in good faith without negligence. Notice to Fund - in order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked to indemnify or hold the Custodian harmless, the Fund will be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. Defense of Custodian - The Fund will have the option to defend the Custodian against any claim which may he be the subject of this indemnification, and in the event that the Fund so elects, it will so notify the Custodian, and thereupon the Fund will take over complete defense of the claim and the Custodian will in such situation initiate no further legal or other expenses for which it will seek indemnification under this Section. The Custodian will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing in this Section will be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian will be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or such other counsel as may be agreed to by the parties) on all matters, and will be without liability for any action reasonably taken or omitted pursuant to such advice. If the Fund requires the Custodian to take any action with respect to securities that involves the payment of money, or that may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, will indemnify the Custodian in an amount and form satisfactory to it. If a Portfolio requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee incurs or is assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except as may arise from the Custodian's or its agent's negligent action or omission, or willful misconduct, any property held for the account of the Portfolio will serve as security. If the Portfolio fails to repay the Custodian promptly, the Custodian will be entitled to use available cash and to dispose of the Portfolio's assets to the extent necessary for reimbursement. If the Custodian exercises this option, it must give the Portfolio reasonable notice so as to enable the Portfolio to repay the cash or securities advanced. Such notice will not preclude the Custodian from asserting any lien under this provision.