Common use of Indemnification by the Funds Clause in Contracts

Indemnification by the Funds. Each Fund shall indemnify CFS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CFS that result from: (i) any claim, action, suit or proceeding in connection with CFS’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CFS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS by the Trust, or the failure of the Trust to provide or make available any information requested by CFS knowledgeably to perform its functions hereunder; provided, that CFS shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS or its employees, agents or contractors. The reliance upon, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by CFS under this Agreement which are provided to CFS after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

Indemnification by the Funds. Each Fund shall indemnify CFS CFA and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CFS CFA that result from: (i) any claim, action, suit or proceeding in connection with CFSCFA’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CFS CFA in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS CFA upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS CFA by the Trust, or the failure of the Trust to provide or make available any information requested by CFS CFA knowledgeably to perform its functions hereunder; providedPROVIDED, that CFS CFA shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS CFA and (y) to the extent that CFA has collected reimbursement or its employeesindemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 11 shall apply, agents or contractors. The reliance uponupon the assertion of an indemnification claim, CFA shall promptly notify the Trust of such assertion, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by shall keep the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CFA in the defense of such claim or to defend against said claim in its own name or that of CFA. CFA shall in no case confess any matter arising claim or make any compromise in connection any case in which the Trust may be required to indemnify it except with the services to Trust’s written consent, which consent shall not be performed by CFS under this Agreement which are provided to CFS after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;unreasonably withheld.

Indemnification by the Funds. Each Fund shall indemnify CFS Sxxxxxxx and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CFS Sxxxxxxx that result from: (i) any claim, action, suit or proceeding in connection with CFSSudrania’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CFS Sxxxxxxx in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS Sxxxxxxx upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFSSxxxxxxx; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS Sxxxxxxx by the Trust, or the failure of the Trust to provide or make available any information requested by CFS Sxxxxxxx knowledgeably to perform its functions hereunder; provided, that CFS Sxxxxxxx shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS Sxxxxxxx or its employees, agents or contractors. The reliance upon, and any subsequent use of or action taken or omitted, by CFSSxxxxxxx, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS Sxxxxxxx or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by CFS Sxxxxxxx under this Agreement which are provided to CFS Sxxxxxxx after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

Indemnification by the Funds. Each Fund shall (a). The Funds agree to indemnify CFS and hold it harmless from the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 8.3) against any and all losses, damages and expensesclaims, damages, liabilities (including reasonable attorneys’ fees and expenses, incurred by CFS that result from: (i) any claim, action, suit or proceeding amounts paid in connection settlement with CFS’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CFS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative written consent of the Trust with respect Funds) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Fund; losses, claims, damages, liabilities or expenses (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS by the Trust, or the failure of the Trust to provide or make available any information requested by CFS knowledgeably to perform its functions hereunder; provided, that CFS shall not be entitled to such indemnification actions in respect of actions thereof) or omissions constituting settlements result from the gross negligence, bad faith or willful misfeasance misconduct of the Board, or any member thereof, and are related to the operations of the Funds and: (i) arise as a result of any material failure by the Funds to provide the services and furnish the materials under the terms of this Agreement; or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Funds; (b). The Funds shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of its duties, such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of such duties, on the part of CFS or its employees, agents or contractorsobligations and duties under this Agreement. (c). The reliance uponFunds shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Funds in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Funds of any such claim shall not relieve the Funds from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Funds will be entitled to participate, at their own expense, in the defense thereof. The Funds also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Funds to such party of the Funds’ election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Funds will not be liable to such party under this Agreement for any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions legal or other similar means authorized expenses subsequently incurred by a Fund, and which have been prepared, maintained or performed by such party independently in connection with the Trust or any defense thereof other person or firm on behalf than reasonable costs of investigation. (d). The Company agrees promptly to notify the Funds of the Trust; (ii) commencement of any instructions litigation or requests of the Trust proceedings against it or any of its officers; (iii) any instructions respective officers or opinions directors in connection with this Agreement, the issuance or sale of legal counsel the Contracts, with respect to the operation of any matter arising in connection with the services to be performed by CFS under this Agreement which are provided to CFS after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authenticAccount, or signed by the proper person sale or persons;acquisition of shares of the Funds.

Indemnification by the Funds. Each Fund The Funds shall indemnify CFS and hold it harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, damages expenses and expenses, liabilities of any and every nature (including reasonable attorneys’ fees and expenses, incurred fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by CFS that result from: any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any claimsuch nominee, action, suit or proceeding in connection with CFS’s entry into or performance of this Agreement with respect to such Fund; or (ii) from any action taken or omission omitted to act committed be taken by CFS the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Funds, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS by the Trust, or the failure of the Trust to provide or make available any information requested by CFS knowledgeably to perform its functions hereunder; provided, that CFS shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS or its employees, agents or contractors. The reliance upon, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by CFS duties under this Agreement which are provided to CFS after consultation with such legal counsel; (or (iv) any paper or documentsub-custody agreement). This indemnity shall be a continuing obligation of the Funds, reasonably believed to be genuinetheir successors and assigns, authenticnotwithstanding the termination of this Agreement. As used in this paragraph, or signed by the proper person or persons;terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by the Funds. Each Fund shall indemnify CFS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CFS that result from: (i) any claim, action, suit or proceeding in connection with CFS’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CFS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS by the Trust, or the failure of the Trust to provide or make available any information requested by CFS knowledgeably to perform its functions hereunder; provided, that CFS shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS or its employees, agents or contractors. The reliance upon, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by CFS under this Agreement which are provided to CFS after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

Indemnification by the Funds. Each Fund The Funds shall indemnify CFS the Administrative Agent (and any sub-agent thereof), each Lender and the Letter of Credit Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, defend and hold it each Indemnitee harmless from from, and against shall pay or reimburse any such Indemnitee for, any and all losses, damages claims (including any Environmental Claims), damages, liabilities (including any Environmental Liabilities) and expensesexpenses of any kind or nature whatsoever (including the reasonable and documented fees, including reasonable attorneys’ fees charges and expensesdisbursements of any counsel for any Indemnitee), incurred by CFS that any Indemnitee or asserted against any Indemnitee by any Person (including the Funds or any other Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result from: of (i) any claim, action, suit the execution or proceeding in connection with CFS’s entry into or performance delivery of this Agreement with respect to such Fund; Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Credit Facility), (ii) any action taken Loan or omission Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Letter of Credit Issuer to act committed by CFS honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the performance terms of its obligations hereunder with respect to such Fund; or Letter of Credit), (iii) any action actual or alleged presence or Release of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer Hazardous Materials on or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of from any stop order or other determination or ruling by any federal property, or any state agency with respect Environmental Claim, related in any way to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS by the Trust, or the failure of the Trust to provide or make available any information requested by CFS knowledgeably to perform its functions hereunder; provided, that CFS shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS or its employees, agents or contractors. The reliance upon, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials Credit Party or any other informationSubsidiary, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by CFS under this Agreement which are provided to CFS after consultation with such legal counsel; or (iv) any paper actual or documentprospective claim, reasonably believed litigation, investigation or proceeding relating to be genuineany of the foregoing, authenticwhether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or signed (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the proper person transactions contemplated hereby or persons;thereby, including reasonable and documented fees of one outside firm of counsel and one outside firm of consultants, except in the event of actual or perceived conflicts of interest, in which event the Borrowers will be required to pay for one additional firm of counsel and/or consultants (as the case may be) for each affected party, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim.

Indemnification by the Funds. (a) Each Fund shall will indemnify CFS and hold it harmless from the Portfolio and the Adviser and their respective trustees, directors, officers and employees and each other person who controls the Portfolio or the Adviser, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, damages claims, demands, damages, liabilities and expensesexpenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable attorneys’ cost of investigating and defending against any claims therefor and any counsel fees and expensesincurred in connection therewith), incurred by CFS that result from: joint or several, which (i) arise out of or are based upon any claimof the Securities Laws, action, suit any other statute or proceeding common law or are incurred in connection with CFS’s entry into or performance as a result of this Agreement with respect to any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such Fund; Liabilities arise out of or are based upon the ground or alleged ground that any direct or indirect omission or commission by the Fund (ii) any action taken or omission to act committed by CFS in either during the performance course of its obligations hereunder daily activities or in connection with respect the accuracy of its representations or its warranties in this Agreement) caused or continues to such Fund; or (iii) cause the Portfolio to violate any action of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring or any other applicable domestic or foreign law or regulations or common law duties or obligations, but only to the extent that such shares be registered Liabilities do not arise out of and are not based upon an omission or in violation commission of the Portfolio or Adviser; (ii) arise out of any stop order misstatement of a material fact or an omission of a material fact in the Fund's registration statement (including amendments thereto) or included in the Fund's advertising or sales literature, other determination than information provided by the Portfolio or ruling by any federal the Adviser or any state agency with respect to included in the offer Fund's advertising or sale sales literature at the request of such shares; the Portfolio or the Adviser; (viii) result from the processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by CFS; (vi) the breach failure of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS made by the Trust, Fund to be accurate when made or the failure of the Trust to provide or make available any information requested by CFS knowledgeably Fund to perform its functions hereunderany covenant contained herein or to otherwise comply with the terms of this Agreement; (iv) arise out of any unlawful or negligent act of the Fund or the Trusts or any director, officer, employee or agent of the Trusts, whether such act was committed against the Portfolio, the Adviser or any third party; or (v) arise out of any claim that the use of the names "Standard & Poor's," "S&P," "Standard & Poor's 500" or "500" by the Fund or the Trusts violates any license or infringes upon any trademark; provided, however, that CFS in no case shall not a Fund be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS or its employees, agents or contractors. The reliance upon, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel liable with respect to any matter arising claim made against any Covered Person unless the party shall have notified the Fund in connection with writing of the services to be performed by CFS under this Agreement which are nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to CFS after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentica Covered Person, or signed by any federal, state or local tax deficiency has come to the proper person attention of the Adviser, the Portfolio or persons;a Covered Person. Failure to notify the Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Section.