Applicability to the Fund. Applicability to the Fund. Nothing in this Agreement is intended to or shall be deemed to bind the Fund, and the Fund shall have no obligation or liability under or in respect of this Agreement or the transaction contemplated hereby. This Agreement shall be effective as of the date first written above. ABERDEEN STANDARD INVESTMENTS INC. By: Name: Title: [Signature page to Qualifying Underwriter Structuring Fee Agreement] Agreed and Accepted: [ ] By: Name: Title: [Signature page to Qualifying Underwriter Structuring Fee Agreement] Schedule I Qualifying Underwriter Fee Percentage of the total price to the public of the shares sold by the Fund in the Offering Indemnification Agreement [ ], 2020 Ladies and Gentlemen: Reference is made to the Structuring Fee Agreement (the “Agreement”), dated [ ], 2020, between the undersigned (including any successor or assign by merger or otherwise, the “Company”) and each Qualifying Underwriter listed on Schedule I thereto (each a “Qualifying Underwriter”). In connection with the engagement of each Qualifying Underwriter to advise and assist the Company with the matters set forth in the Agreement, in the event that a Qualifying Underwriter becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities provided prior to the date of the Agreement, the Company agrees to indemnify, defend and hold the Qualifying Underwriter harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement, arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities provided prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of the Qualifying Underwriter. In addition, in the event that a Qualifying Unde...
