Common use of LIABILITY OF THE SUB-ADVISER Clause in Contracts

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. (a) Subject to subsection (c), below, the Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents in so far as they specifically relate to Allocated Fund Assets. (b) Subject to subsection (c), below, the Sub-Adviser shall be liable to the Fund for any loss (including transaction costs, but excluding lost profits) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any lossesaction taken, claims, damages, liabilities or litigation (including legal and other expenses) incurred omitted or suffered to be taken by an Adviser Indemnitee as a result of any error of judgment it in its reasonable judgment, in good faith and reasonably believed by it to be authorized or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx discretion, rights or powers conferred upon it by this Agreement, or in accordance with (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement absence of) specific directions or any written guidelines or instruction provided in writing by instructions from the Board Trust or the Adviser, provided, however, that such acts or (b) omissions shall not have resulted from the Sub-Adviser's willful misfeasance, bad faith or faith, gross negligence generally in the performance of its duties hereunder or its a reckless disregard of its obligations and duties under duty. Nothing in this AgreementSection 14(c) shall be construed in a manner inconsistent with Section 17(i) of the 1940 Act.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) or the Fund for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an the Adviser Indemnitee or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, Adviser and the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectivelyagainst, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser being in violation or causing Adviser, unless acting at the Fund to be in violation direction of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (c) the Fund or the Sub-Adviser being in violation in any material respect of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser within the scope of the Sub-Adviser's services hereunder.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Sub- Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx coxxxxxxxxg persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter L or M of the Code, to the extent applicable, by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M and Subchapter L of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) a Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx controllinx xxxxxns (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fundthe Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Portfolio's failure to satisfy the diversification or source of income requirements of Subchapter M or Section 817(h) of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Portfolio being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) a Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) or the Fund for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an the Adviser Indemnitee or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, Adviser and the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser being in violation or causing Adviser, unless acting at the Fund to be in violation direction of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (c) the Fund or the Subadviser being in violation in any material respect of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser within the scope of the Sub-Adviser's services hereunder.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx controllinx xxxxxxs (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund or the Sub-Adviser being in violation (the existence of such violation as agreed upon in good faith by the Adviser and the Sub-Adviser or causing the Fund to be in violation as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Sub-Adviser, the Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of the [insert name of fund] pursuant to [identify agreement], subject to the standard set forth in this Agreement.