Common use of Indemnification of the General Partner by the Fund Clause in Contracts

Indemnification of the General Partner by the Fund. The General Partner and its Affiliates shall be indemnified by the Fund against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them based on their conduct relating to the Fund; provided that the conduct resulting in the same did not constitute negligence or misconduct or breach any fiduciary obligation to the Fund and was done in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Fund; and provided further that Affiliates of the General Partner shall be entitled to indemnification only for losses resulting from claims against such Affiliates due solely to their relationship to the General Partner or for losses incurred by such Affiliates in performing the duties of the General Partner and acting wholly within the scope of the authority of the General Partner. Notwithstanding the above, the General Partner and its Affiliates and any person acting as a selling agent for the Units shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission and the Massachusetts Securities Division with respect to the issue of indemnification for securities law violations. The Fund shall not incur the cost of that portion of any insurance, other than public liability insurance, which insures any party against any liability the indemnification of which is herein prohibited. For the purposes of this Paragraph 16, the term “Affiliates” shall mean any person performing services on behalf of the Fund who: (1) directly or indirectly controls, is controlled by, or is under common control with the General Partner; or (2) owns or controls 10% or more of the outstanding voting securities of the General Partner; or (3) is an officer or director of the General Partner; or (4) if the General Partner is an officer, director, partner or trustee, is any entity for which the General Partner acts in any such capacity. Advances of funds from the Fund to a General Partner and its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the General Partner by a Limited Partner are prohibited. Advances of funds from the Fund to the General Partner and its Affiliates for legal expenses and other costs incurred as a result of a legal action will be made only if the following three conditions are satisfied: (1) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Fund; and (2) the legal action is initiated by a third party who is not a Limited Partner; and (3) the General Partner or its Affiliates undertake to repay the advanced funds to the Fund in cases in which they would not be entitled to indemnification under the first paragraph of this section (b) of Paragraph 16. In no event shall any indemnity or exculpation provided for herein be more favorable to the General Partner or any Affiliate than that permitted pursuant to Regulation 950 CMR 13.305 of the State of Massachusetts or contemplated by the “Guidelines for the Registration of Commodity Pool Programs” promulgated by the North American Securities Administrators Association, Inc. as in effect on the date of this Limited Partnership Agreement. In no event shall any indemnification permitted by this section (b) of Paragraph 16 be made by the Fund unless all provisions of this Paragraph for the payment of indemnification have been complied with in all respects. Furthermore, it shall be a precondition of any such indemnification that the Fund receive a determination of independent legal counsel in a written opinion that the party which seeks to be indemnified hereunder has met the applicable standard of conduct set forth herein. Receipt of any such opinion shall not, however, in itself entitle any such party to indemnification unless indemnification is otherwise proper hereunder. Any indemnification payable by the Fund hereunder shall be made only as provided in the specific case. In no event shall any indemnification obligations of the Fund under this section (b) of Paragraph 16 subject a Limited Partner to any liability in excess of that contemplated by section (d) of Paragraph 7 hereof. In the event the Fund is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s activities, obligations or liabilities unrelated to the Fund’s business, such Partner shall indemnify and reimburse the Fund for all loss and expense incurred, including reasonable attorneys’ fees.

Indemnification of the General Partner by the Fund. The General Partner and its Affiliates shall be indemnified by the Fund against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them based on their conduct relating to the Fund; provided that the conduct resulting in the same did not constitute negligence or misconduct or breach any fiduciary obligation to the Fund and was done in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Fund; and provided further that Affiliates of the General Partner shall be entitled to indemnification only for losses resulting from claims against such Affiliates due solely to their relationship to the General Partner or for losses incurred by such Affiliates in performing the duties of the General Partner and acting wholly within the scope of the authority of the General Partner. Notwithstanding the above, the General Partner and its Affiliates and any person acting as a selling agent for the Units shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission and the Massachusetts Securities Division with respect to the issue of indemnification for securities law violations. The Fund shall not incur the cost of that portion of any insurance, other than public liability insurance, which insures any party against any liability the indemnification of which is herein prohibited. For the purposes of this Paragraph 1615, the term “Affiliates” shall mean any person performing services on behalf of the Fund who: (1) directly or indirectly controls, is controlled by, or is under common control with the General Partner; or (2) owns or controls 10% or more of the outstanding voting securities of the General Partner; or (3) is an officer or director of the General Partner; or (4) if the General Partner is an officer, director, partner or trustee, is any entity for which the General Partner acts in any such capacity. Advances of funds from the Fund to a General Partner and its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the General Partner by a Limited Partner are prohibited. Advances of funds from the Fund to the General Partner and its Affiliates for legal expenses and other costs incurred as a result of a legal action will be made only if the following three conditions are satisfied: (1) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Fund; and (2) the legal action is initiated by a third party who is not a Limited Partner; and (3) the General Partner or its Affiliates undertake to repay the advanced funds to the Fund in cases in which they would not be entitled to indemnification under the first paragraph of this section (b) of Paragraph 1615. In no event shall any indemnity or exculpation provided for herein be more favorable to the General Partner or any Affiliate than that permitted pursuant to Regulation 950 CMR 13.305 of the State of Massachusetts or contemplated by the “Guidelines for the Registration of Commodity Pool Programs” promulgated by the North American Securities Administrators Association, Inc. as in effect on the date of this Limited Partnership Agreement. In no event shall any indemnification permitted by this section (b) of Paragraph 16 15 be made by the Fund unless all provisions of this Paragraph for the payment of indemnification have been complied with in all respects. Furthermore, it shall be a precondition of any such indemnification that the Fund receive a determination of independent legal counsel in a written opinion that the party which seeks to be indemnified hereunder has met the applicable standard of conduct set forth herein. Receipt of any such opinion shall not, however, in itself entitle any such party to indemnification unless indemnification is otherwise proper hereunder. Any indemnification payable by the Fund hereunder shall be made only as provided in the specific case. In no event shall any indemnification obligations of the Fund under this section (b) of Paragraph 16 15 subject a Limited Partner to any liability in excess of that contemplated by section (d) of Paragraph 7 hereof. In the event the Fund is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s activities, obligations or liabilities unrelated to the Fund’s business, such Partner shall indemnify and reimburse the Fund for all loss and expense incurred, including reasonable attorneys’ fees.