Common use of Indemnification of the Adviser Clause in Contracts

Indemnification of the Adviser. The Company shall indemnify the Adviser (and its partners and the Adviser’s and its partners’ officers, managers, agents, employees, committee members, controlling persons, members, and any other person or entity affiliated with the Adviser or any of the foregoing, including its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened, or completed action, suit, investigation, or other proceeding whether civil, criminal, administrative, or investigative (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding Section 6 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as determined in accordance with the Investment Company Act and the interpretations and guidance of the SEC or its staff thereunder). Notwithstanding any termination of this Agreement, the provisions of this Section 7 of this Agreement shall remain in full force and effect, and the Indemnified Parties shall remain entitled to the benefits thereof. The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to assets of the

Indemnification of the Adviser. The Company shall indemnify SIDCO hereby agrees to indemnify, defend, and hold harmless (on an as-incurred basis), the Adviser (and its partners and each of the Adviser’s and its affiliates, principals, partners’ , officers, managers, agentsdirectors, employees, committee members, controlling persons, membersand agents, and each person, if any, who controls said persons within the meaning of Section 15 of the 1933 Act (each, an “Adviser Indemnified Party”) from and against any loss, liability, damages, cost, or expense incurred by said Adviser Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of: (i) any failure by SIDCO to comply with any applicable laws, rules or regulations, or the rules and regulations of any self-regulatory organization, including, but not limited to, the FINRA Rules; or (ii) an action or omission of SIDCO or on behalf of SIDCO involving bad faith or fraud by XXXXX. Indemnification Procedures. In case any said action, suit, proceeding, or claim for which indemnity may be payable hereunder shall be brought against a SIDCO Indemnified Party or an Adviser Indemnified Party, as applicable (an “Indemnified Party”), and said Indemnified Party shall notify the applicable indemnifying party of the commencement thereof, said indemnifying party shall be entitled to participate in, and, to the extent that said indemnifying party shall wish to assume the defense thereof, retain said party’s own counsel reasonably satisfactory to said Indemnified Party, subject to the further provisions of this paragraph. After written notice from said indemnifying party to said Indemnified Party of said indemnifying party’s election to so assume the defense thereof, said indemnifying party shall not be liable to the applicable Indemnified Parties for any additional attorneys’ fees or other person or entity affiliated expenses of litigation, other than reasonable costs of investigation subsequently incurred by said Indemnified Parties in connection with the Adviser defense thereof, unless: (i) the employment of counsel by said Indemnified Parties has been authorized in writing by said indemnifying party, said authorization not to be unreasonably withheld or delayed; (ii) said Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to said indemnifying party that there exists a conflict of interest between said Indemnified Parties and the relevant party in the conduct of the defense of said action or that there are one or more defenses available to said Indemnified Parties that are unavailable to said indemnifying party (in which case said indemnifying party shall not have the right to direct the defense of said action on behalf of said Indemnified Parties); or (iii) said indemnifying party shall not in fact have employed counsel reasonably satisfactory to said Indemnified Parties to assume the defense of said action, in each of which cases the reasonable fees and expenses of counsel utilized by said Indemnified Parties shall be at the expense of said indemnifying party, it being understood, however, that said indemnifying party, in connection with any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, including its general partner and under the Administratorcircumstances described in clause (ii) above, each of whom the applicable Indemnified Parties shall be deemed entitled to retain an additional law firm, in any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, that said Indemnified Parties have obtained a third written opinion of counsel reasonably acceptable to the indemnifying party beneficiary hereof) (collectivelythat a conflict of interest exists that would preclude the use of a single law firm, in which case the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs, indemnifying party shall be liable for the reasonable fees and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred of counsel designated by the Indemnified Parties in writing. All said fees and expenses which are at the expense of an indemnifying party hereunder shall be promptly paid by said indemnifying party. Additional Provision Regarding Indemnification. Nothing in this Agreement shall be construed as limiting an Indemnified Party’s rights to employ counsel at Indemnified Party’s own expense or by reason to obtain indemnification for amounts reasonably paid to adverse claimants in satisfaction of any pendingjudgments or in settlement of any actions, threatenedsuit, proceeding, or completed claims, except that no party hereto shall be liable for any settlement of any action, suit, investigationproceeding, or other proceeding whether civilclaim effected without said party’s written consent. None of the parties hereto shall settle or compromise any action, criminalsuit, administrativeproceeding, or investigative (including claim if said settlement or compromise provides for an action or suit by or in admission of liability on the right part of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding Section 6 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Party without said Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as determined in accordance with the Investment Company Act and the interpretations and guidance of the SEC or its staff thereunder). Notwithstanding any termination of this Agreement, the provisions of this Section 7 of this Agreement shall remain in full force and effect, and the Indemnified Parties shall remain entitled to the benefits thereof. The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to assets of theParty's written consent.

Indemnification of the Adviser. The Company Fund shall indemnify and hold harmless, to the extent permitted by law, the Adviser (and its partners and the Adviser’s and its partners’ officers, managers, agents, employees, committee members, controlling persons, members, and any other person of its Affiliates, who was or entity affiliated with the Adviser is a party or is threatened to be made a party to any of the foregoing, including its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened, pending or completed action, suit, investigation, suit or other proceeding whether civil, criminal, administrative, administrative or investigative (including an any action or suit by or in the right of the Company Fund), by reason of any acts or its security holders) omissions or alleged acts or omissions arising out of or otherwise based upon the performance activities of any such person, if such activities were performed in good faith either on behalf of the Adviser’s duties Fund or obligations under in furtherance of the interest of the Fund, and in a manner reasonably believed by such person to be within the scope of the authority conferred by this Agreement or by law against losses, damages or expenses for which such person has not otherwise been reimbursed (including, but not limited to, accountants' and attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding, so long as an investment adviser of the Company. Notwithstanding Section 6 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason such person was not guilty of willful misfeasance, bad faith, gross negligence, or gross negligence reckless disregard in the performance of the Adviser’s his obligations and duties under such contract, and, with respect to any criminal action or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as determined in accordance with the Investment Company Act and the interpretations and guidance of the SEC or its staff thereunder). Notwithstanding any termination of this Agreementproceedings, the provisions of this Section 7 of this Agreement shall remain in full force and effect, and the Indemnified Parties shall remain entitled had no reasonable cause to the benefits thereofbelieve his conduct was unlawful. The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to assets Fund assets. Notwithstanding the foregoing, absent a court determination that the person seeking indemnification was not liable by reason of the"disabling conduct" within the meaning of Section 17(h) of the Act, the decision by the Fund to indemnify such person shall be based upon the reasonable determination, after review of the facts, of the non-party Directors of the Fund, or of independent legal counsel in a written opinion that such person was not liable by reason of such disabling conduct.

Indemnification of the Adviser. The Company shall indemnify SIDCO hereby agrees to indemnify, defend, and hold harmless (on an as-incurred basis), the Adviser (and its partners and each of the Adviser’s and its affiliates, principals, partners’ , officers, managers, agentsdirectors, employees, committee members, controlling persons, membersand agents, and each person, if any, who controls said persons within the meaning of Section 15 of the 1933 Act (each, an “Adviser Indemnified Party”) from and against any loss, liability, damages, cost, or expense incurred by said Adviser Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of: (i) any failure by SIDCO to comply with any applicable laws, rules or regulations, or the rules and regulations of any self- regulatory organization, including, but not limited to, the FINRA Rules; or (ii) an action or omission of SIDCO or on behalf of SIDCO involving bad faith or fraud by XXXXX. Indemnification Procedures. In case any said action, suit, proceeding, or claim for which indemnity may be payable hereunder shall be brought against a SIDCO Indemnified Party or an Adviser Indemnified Party, as applicable (an “Indemnified Party”), and said Indemnified Party shall notify the applicable indemnifying party of the commencement thereof, said indemnifying party shall be entitled to participate in, and, to the extent that said indemnifying party shall wish to assume the defense thereof, retain said party’s own counsel reasonably satisfactory to said Indemnified Party, subject to the further provisions of this paragraph. After written notice from said indemnifying party to said Indemnified Party of said indemnifying party’s election to so assume the defense thereof, said indemnifying party shall not be liable to the applicable Indemnified Parties for any additional attorneys’ fees or other person or entity affiliated expenses of litigation, other than reasonable costs of investigation subsequently incurred by said Indemnified Parties in connection with the Adviser defense thereof, unless: (i) the employment of counsel by said Indemnified Parties has been authorized in writing by said indemnifying party, said authorization not to be unreasonably withheld or delayed; (ii) said Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to said indemnifying party that there exists a conflict of interest between said Indemnified Parties and the relevant party in the conduct of the defense of said action or that there are one or more defenses available to said Indemnified Parties that are unavailable to said indemnifying party (in which case said indemnifying party shall not have the right to direct the defense of said action on behalf of said Indemnified Parties); or (iii) said indemnifying party shall not in fact have employed counsel reasonably satisfactory to said Indemnified Parties to assume the defense of said action, in each of which cases the reasonable fees and expenses of counsel utilized by said Indemnified Parties shall be at the expense of said indemnifying party, it being understood, however, that said indemnifying party, in connection with any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, including its general partner and under the Administratorcircumstances described in clause (ii) above, each of whom the applicable Indemnified Parties shall be deemed entitled to retain an additional law firm, in any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, that said Indemnified Parties have obtained a third written opinion of counsel reasonably acceptable to the indemnifying party beneficiary hereof) (collectivelythat a conflict of interest exists that would preclude the use of a single law firm, in which case the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs, indemnifying party shall be liable for the reasonable fees and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred of counsel designated by the Indemnified Parties in writing. All said fees and expenses which are at the expense of an indemnifying party hereunder shall be promptly paid by said indemnifying party. Cambiar Investors, LLC Distribution Services Agreement Page 4 Additional Provision Regarding Indemnification. Nothing in this Agreement shall be construed as limiting an Indemnified Party’s rights to employ counsel at Indemnified Party’s own expense or by reason to obtain indemnification for amounts reasonably paid to adverse claimants in satisfaction of any pendingjudgments or in settlement of any actions, threatenedsuit, proceeding, or completed claims, except that no party hereto shall be liable for any settlement of any action, suit, investigationproceeding, or other proceeding whether civilclaim effected without said party’s written consent. None of the parties hereto shall settle or compromise any action, criminalsuit, administrativeproceeding, or investigative (including claim if said settlement or compromise provides for an action or suit by or in admission of liability on the right part of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding Section 6 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Party without said Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as determined in accordance with the Investment Company Act and the interpretations and guidance of the SEC or its staff thereunder). Notwithstanding any termination of this Agreement, the provisions of this Section 7 of this Agreement shall remain in full force and effect, and the Indemnified Parties shall remain entitled to the benefits thereof. The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to assets of theParty's written consent.

Indemnification of the Adviser. The Company Fund shall indemnify and hold harmless, to the extent permitted by law, the Adviser (and its partners and the Adviser’s and its partners’ officers, managers, agents, employees, committee members, controlling persons, members, and any other person of its Affiliates, who was or entity affiliated with the Adviser is a party or is threatened to be made a party to any of the foregoing, including its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened, pending or completed action, suit, investigation, suit or other proceeding whether civil, criminal, administrative, administrative or investigative (including an any action or suit by or in the right of the Company Fund), by reason of any acts or its security holders) omissions or alleged acts or omissions arising out of or otherwise based upon the performance activities of any such person, if such activities were performed in good faith either on behalf of the Adviser’s duties Fund or obligations under in furtherance of the interest of the Fund, and in a manner reasonably believed by such person to be within the scope of the authority conferred by this Agreement or by law against losses, damages or expenses for which such person has not otherwise been reimbursed (including, but not limited to, accountants' and attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding, so long as an investment adviser of the Company. Notwithstanding Section 6 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason such person was not guilty of willful misfeasance, bad faith, gross negligence, or gross negligence reckless disregard in the performance of the Adviser’s his obligations and duties under such contract, and, with respect to any criminal action or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as determined in accordance with the Investment Company Act and the interpretations and guidance of the SEC or its staff thereunder). Notwithstanding any termination of this Agreementproceedings, the provisions of this Section 7 of this Agreement shall remain in full force and effect, and the Indemnified Parties shall remain entitled had no reasonable cause to the benefits thereofbelieve his conduct was unlawful. The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to assets Fund assets. Notwithstanding the foregoing, absent a court determination that the person seeking indemnification was not liable by reason of the"disabling conduct" within the meaning of Section 17(h) of the 1940 Act, the decision by the Fund to indemnify such person shall be based upon the reasonable determination, after review of the facts, of the non-party Directors of the Fund, or of independent legal counsel in a written opinion that such person was not liable by reason of such disabling conduct.