Common use of Standard of Care and Indemnification Clause in Contracts

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor will comply with the stated investment objectives, policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, the Company or to the shareholders of the Fund to which the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Advisor's reckless disregard of its obligations and duties under this Agreement. b. The Advisor shall indemnify and hold harmless the Sub-Advisor, its officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such persons shall be referred to as an "Indemnified Party"), against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Agreement relates.

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor will comply with the stated investment objectives, policies and restrictions of the Sub-Fund as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Sub-Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, the Company Fund or to the shareholders of the Sub-Fund to which the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Advisor's reckless disregard of its obligations and duties under this Agreement. b. . The Advisor shall indemnify and hold harmless the Sub-Advisor, its officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such persons shall be referred to as an "Indemnified Party"), against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Agreement relates. The Sub-Advisor shall indemnify and hold harmless the Advisor and each of its directors and officer and each person if any who controls the Advisor within the meaning of Section 15 of the 1933 Act, against any loss, liability, claim, damage or expense described in the foregoing indemnity, but only with respect to the Sub-Advisor's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sub-Advisory Agreement. However, in no case: (a) are these indemnifications deemed to protect any particular Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; (b) is the Advisor or Sub-Advisor to be liable under this indemnity with respect to any claim made against any particular Indemnified Party unless such Indemnified Party shall have notified the Advisor or Sub-Advisor 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 the Advisor or Sub-Advisor or their controlling persons; or, (c) will either party be obligated to pay any amount in settlement unless that party shall have consented to such settlement, which consent shall not be unreasonably withheld.

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor (a) GAJL will comply with the stated investment objectives, policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable for to the Client or to others (including with respect to any act, omission or error of judgment the FCM or other brokers for the Account), except by reason of a material breach of the express terms of this Agreement by GAJL, or acts by GAJL constituting willful malfeasance or gross negligence as to its duties herein, and disclaims any loss suffered liability for human or machine errors in orders to trade or not to trade Contracts. The Client shall indemnity, defend and hold harmless GAJL and its directors, officers, shareholders, employees and controlling persons (each, a "GAJL Party") from and against any and all losses, claims, damages, liabilities Goint and several), costs and expenses (including any investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement) incurred by the Fund such GAJL Party in connection with any services provided hereunder that do not involve a material breach of the matters to which express terms of this Agreement relatesby a GAJL Party, provided or that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, the Company or to the shareholders of the Fund to which the Sub-Advisor would otherwise be subject by reason of do not involve willful misfeasance, bad faith malfeasance or gross negligence on its part by a GAJL Party. (b) Notwithstanding anything herein to the contrary, neither party hereto shall in any event be liable to the other party or any other GAJL Party or Client Party (as the case may be) for claims for incidental, punitive, consequential or indirect damages of any nature, arising at any time, from any cause whatsoever, whether arising in tort, contract, warranty, strict liability, by operation of law, or otherwise, connected with or resulting from performance of its duties or non-performance under this agreement except such damages that are payable by reason of a GAJL Party to an unaffiliated third party in connection with a third party claim and for which such GAJL is entitled to indemnification from the Client pursuant to Sub-Advisor's reckless disregard of its obligations and duties under Section (a) above and/or to the extent any other specified remedies in this Agreementagreement could be construed as such. b. The Advisor shall indemnify and hold harmless the Sub-Advisor, its officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such persons shall be referred to as an "Indemnified Party"), against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Agreement relates.

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor Sub-Adviser will comply with the stated investment objectives, policies and restrictions of the Fund Portfolios as set forth in the Prospectus and Statement of Additional Information and will conform in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor Adviser shall exercise its best judgment and shall act in good faith in rendering its the services pursuant to this Agreementlisted in paragraphs 2 and 3 above. The Sub-Advisor Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund Portfolio or the Adviser in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor Adviser against any liability to the AdvisorAdviser, the Company Fund or to the shareholders of the Fund Portfolio to which the Sub-Advisor Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-AdvisorAdviser's reckless disregard of its obligations and duties under this Agreement ("Disabling Conduct"). Except for Disabling Conduct, the Adviser shall indemnify and hold the Sub-Adviser (and its officers, directors, employees, controlling persons, shareholders and affiliates) harmless from any liability arising from the Sub-Adviser's conduct under this Agreement. b. The Advisor . Notwithstanding the foregoing, the Sub-Adviser shall indemnify and hold harmless the Sub-AdvisorAdviser against any and all losses, its officers claims, damages, liabilities, or litigation (including legal and directors and each personother expenses) to which an Adviser Indemnified Person may become subject under the 1933 Act, if any1940 Act, who controls the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Sub-Advisor within Adviser's responsibilities as Sub-Adviser to the meaning Fund which (1) result from the Disabling Conduct by the Sub-Adviser, any of Section 15 its employees or representatives, or any affiliate of the Securities Act Sub-Adviser, (2) result from a failure to comply with Section 2 of 1933 this Agreement, or ("1933 Act"3) (result from any untrue statement of a material fact contained in the Prospectus or Statement covering the shares of the Fund or a Portfolio, or any amendment or supplement thereto, or the omission to state therein a material fact known to the Sub-Adviser and all was required to be stated therein or necessary to make the statements therein not misleading, if such persons a statement or omission was made in reliance upon information furnished to the Adviser, the Fund, or any affiliated person of the Adviser or Fund by the Sub-Adviser or any affiliated person of the Sub-Adviser for use in the Prospectus or Statement; provided, however, that in no case shall the indemnity in favor of an Adviser Indemnified Person be referred deemed to as an "Indemnified Party"), protect such person against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Sub-Adviser will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund maintained by the Sub-Adviser, and will not use such records and information for any matter purpose other than performance of its responsibilities and duties hereunder, except (1) after prior notification to and approval in writing by the Fund, which this Agreement relatesapproval shall not be unreasonably withheld, (2) where required by law or required by a regulatory authority, or (3) for use in a performance composite where the Fund is not named.

Standard of Care and Indemnification. a. In the performance A. Standard of its dutiesCare With regard to Sections One and Three, the Sub Advisor will comply with Company shall be held to a standard of reasonable care in carrying out the provisions of this Agreement, provided however, that the Company shall be held to any higher standard of care that would be imposed upon the Company, by an applicable law or regulation even though such stated investment objectives, policies and restrictions standard of the Fund as set forth in the Prospectus and Statement care was not part of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor Company shall not be liable entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any error action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of judgment applicable federal or for state laws or regulations, and is in good faith and without negligence. Any person, even though also an officer, trustee, partner, employee or agent of the Company, who may be or become an officer, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any loss suffered by business of the Fund Investment Company (other than services or business in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, duties of the Company hereunder) to be rendering such services to or to acting solely for the shareholders of Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction ofthe Company even though paid by the Company. B. Indemnification by Investment Company The Company shall not be responsible for and the Investment Company or Fund to which the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Advisor's reckless disregard of its obligations and duties under this Agreement. b. The Advisor shall indemnify and hold the Company, including its officers, directors, shareholders and their agents, employees and affiliates, harmless the Sub-Advisor, its officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (against any and all such persons shall be referred losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (1) The Investment Company's refusal or failure to as an "Indemnified Party")comply with the terms of this Agreement, against lossor which arise out of the Investment Company's lack of good faith, liability, claim, damage gross negligence or expense (including willful misconduct or which arise out of the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason breach of any matter to which this Agreement relates.representation or warranty of the Investment Company hereunder; (2) The acts or omissions of any Custodian, Adviser, Sub-Adviser or other party contracted or approved by the Investment Company or Fund;

Standard of Care and Indemnification. a. (a) In the performance of its duties, the Sub Sub-Advisor will comply with the stated investment objectives, policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, the Company or to the shareholders of the Fund to which the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Advisor's reckless disregard of its obligations and duties under this thus Agreement. b. (b) The Advisor shall indemnify and hold harmless the Sub-Advisor, its members, officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such persons shall be referred to as an "Indemnified Party"), against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewithherewith), arising by reason of any matter to which this Agreement relates.

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor will comply with the stated investment objectives, policies and restrictions of the Sub-Fund as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Sub-Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, the Company Fund or to the shareholders of the Sub-Fund to which the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Advisor's reckless disregard of its obligations and duties under this Agreement. b. . The Advisor shall indemnify and hold harmless the Sub-Advisor, its officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such persons shall be referred to as an "Indemnified Party"), against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Agreement relates. The Sub-Advisor shall indemnify and hold harmless the Advisor and each of its directors and officer and each person if any who controls the Advisor within the meaning of Section 15 of the 1933 Act, against any loss, liability, claim, damage or expense described in the foregoing indemnity, but only with respect to the Sub-Advisor's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sub-Advisory Agreement. In case any action shall be brought against the Advisor or any person so indemnified, in respect of which indemnity may be sought against Sub-Advisor, the Sub-Advisor shall have the rights and duties given to the Advisor, and the Advisor and each person so indemnified shall have the rights and duties given to the Sub-Advisor by the provisions of subsections (a) and (b) of this section. However, in no case (a) are these indemnifications deemed to protect any particular Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement or (b) is the Advisor or Sub-Advisor to be liable under this indemnity with respect to any claim made against any particular Indemnified Party unless such Indemnified Party shall have notified the Advisor or Sub-Advisor 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 the Advisor or Sub-Advisor or their controlling persons.

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor will comply with the stated investment objectives, policies and restrictions of the Fund Sub-Funds as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Fund Sub-Funds in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor against any liability to the Advisor, the Company Fund or to the shareholders of the Fund Sub-Funds to which the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Advisor's reckless disregard of its obligations and duties under this Agreement. b. . The Advisor shall indemnify and hold harmless the Sub-Advisor, its officers and directors and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such persons shall be referred to as an "Indemnified Party"), against loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Agreement relates. The Sub-Advisor shall indemnify and hold harmless the Advisor and each of its directors and officer and each person if any who controls the Advisor within the meaning of Section 15 of the 1933 Act, against any loss, liability, claim, damage or expense described in the foregoing indemnity, but only with respect to the Sub-Advisor's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sub-Advisory Agreement. In case any action shall be brought against the Advisor or any person so indemnified, in respect of which indemnity may be sought against Sub-Advisor, the Sub-Advisor shall have the rights and duties given to the Advisor, and the Advisor and each person so indemnified shall have the rights and duties given to the Sub-Advisor by the provisions of subsections (i) and (ii) of this section. However, in no case (i) are these indemnifications deemed to protect any particular Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement or (ii) is the Advisor or Sub-Advisor to be liable under this indemnity with respect to any claim made against any particular Indemnified Party unless such Indemnified Party shall have notified the Advisor or Sub-Advisor 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 the Advisor or Sub-Advisor or their controlling persons.

Standard of Care and Indemnification. a. In the performance of its duties, the Sub Advisor Sub-Adviser will comply with the stated investment objectives, policies and restrictions of the Fund Portfolios as set forth in the Prospectus and Statement of Additional Information and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Sub-Advisor Adviser shall exercise its best judgment and shall act in good faith in rendering its the services pursuant to this Agreementlisted in paragraphs 2 and 3 above. The Sub-Advisor Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund Portfolio or the Adviser in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Sub-Advisor Adviser against any liability to the AdvisorAdviser, the Company Fund or to the shareholders of the Fund Portfolio to which the Sub-Advisor Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-AdvisorAdviser's reckless disregard of its obligations and duties under this Agreement. b. The Advisor Agreement ("Disabling Conduct"). Except for Disabling Conduct, the Adviser shall indemnify and hold harmless the Sub-AdvisorAdviser (and its officers, its officers directors, employees, controlling persons, shareholders and directors and each person, if any, who controls affiliates) harmless from any liability arising from the Sub-Advisor within Adviser's conduct under this Agreement. Notwithstanding the meaning of Section 15 of foregoing, the Securities Act of 1933 ("1933 Act") (Sub-Adviser shall indemnify and hold the Adviser against any and all such persons shall be referred to as an "Indemnified Party")losses, against lossclaims, liabilitydamages, claimliabilities, damage or expense litigation (including legal and other expenses) to which an Adviser Indemnified Person may become subject under the reasonable cost of investigating 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith)otherwise, arising out of the Sub-Adviser's responsibilities as Sub-Adviser to the Fund which (1) result from the Disabling Conduct by the Sub-Adviser, any of its employees or representatives, or any affiliate of the Sub-Adviser, (2) result from a failure to comply with Section 2 of this Agreement, or (3) result from any untrue statement of a material fact contained in the Prospectus or Statement covering the shares of the Fund or a Portfolio, or any amendment or supplement thereto, or the omission to state therein a material fact known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Adviser, the Fund, or any affiliated person of the Adviser or Fund by the Sub-Adviser or any affiliated person of the Sub-Adviser for use in the Prospectus or Statement; provided, however, that in no case shall the indemnify in favor of an Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Sub-Adviser will treat confidentially and as proprietary information of Fund all records and other information relative to the Fund maintained by the Sub-Adviser, and will not use such records and information for any matter purpose other than performance of its responsibilities and duties hereunder, except (1) after prior notification to and approval in writing by the Fund, which this Agreement relatesapproval shall not be unreasonably withheld, (2) where required by law or required by a regulatory authority, or (3) for use in a performance composite where the Fund is not named.