Common use of Covenants and Indemnification Clause in Contracts

Covenants and Indemnification. 3.1 The Feeder Fund covenants that: (a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio. (c) The Feeder Fund will furnish the Master Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent. (d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

Covenants and Indemnification. 3.1 The Feeder Fund Trust covenants on behalf of the Feeder Funds that: (a) The Each Feeder Fund will own no investment security (as that term is interpreted for purposes of Section 12(d)(1)(E) of the 0000 Xxx) other than its Account in the a Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the a Master Portfolio, the Feeder Funds will comply with the voting provisions of Section 12(d)(1)(E)(iii) of the 1940 Act in that each Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking either seek instructions from shareholders regarding such matters, (ii) vote its security holders with regard to the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests voting of all proxies with respect to the shares held by Feeder Fund shareholders who do not give voting such security and vote such proxies in accordance with such instructions or vote its Interest in the same proportion as the shares vote of all other holders of Interests. If the Feeder Fund shareholders who do give voting instructions. The Feeder Fund will Trust elects to hold each such a meeting of any Feeder Fund shareholders Fund’s shareholders, it will do so in accordance with a timetable reasonably established by each Master Portfolio. If and to the extent that: (i) the Master Trust submits a matter to the vote of holders of a Master Portfolio’s Interests; (ii) the Feeder Trust determines that it is necessary or appropriate to solicit proxies from its shareholders in order to vote its interests; and (iii) the Master Trust agrees to assume the costs associated with soliciting proxies from the shareholders of any other feeder fund that invests substantially all of its investable assets in a Master Portfolio, then the Master Trust shall assume the costs associated with soliciting proxies from the shareholders of the Feeder Funds. (c) The Feeder Fund Trust will furnish the Master PortfolioTrust, at least five ten (510) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Funds, unless it is not reasonably practical to do so given an immediate and legally required need to supplement its registration statement on Form N-1A (“Feeder Fund’s N-1A”), in which case such supplement will be provided to the Master Trust as soon as reasonably possible prior to filing or first use. The Feeder Fund Funds will furnish the Master Portfolio Portfolios with any proposed advertising or sales literature relating to prepared by the Feeder Fund Funds or their distributor at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder FundFunds. The Feeder Fund agrees Funds agree that it they will include in all such Feeder Fund documents any disclosures that may be required by law and it they will include in all such Feeder Fund documents any material comments reasonably made by the each Master Portfolio and its counsel. The A Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by a Master Portfolio or from information accurately derived from the Master Portfolio’s N-1A that has been specifically provided to the Master Portfolio specifically for use thereinreview and comment. The Feeder Fund Funds will not make any other written or oral representation representations about a Master Portfolio other than those included in the Master Portfolio Portfolio’s N-1A without its the prior written consentconsent of the Master Trust. (d) The Feeder Fund agrees Funds agree to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, documentation evidencing compliance with the AML Laws as may be reasonably requested by the a Master Portfolio from time to time, to the extent the provision of such information is permitted by the AML laws or other applicable law. (e) The Feeder Funds shall at all times have a substantially similar investment objective as and substantially similar investment policies to those of the Master Portfolio.

Covenants and Indemnification. 3.1 The 3.1. Each Feeder Fund covenants that: (a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If if requested to vote on matters pertaining to the a Master Portfolio, the a Feeder Fund will (i) call a meeting of shareholders of cast its votes related to its investment in the Feeder Master Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as any instructions that are received from the shares Fund’s shareholders, to the extent that the Fund’s Board of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting Directors submits the matter to a vote of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master PortfolioFund’s shareholders. (cb) The Feeder Fund it will furnish the Master PortfolioTrust, at least five ten (510) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA offering document and prospectus any supplements or amendments relating thereto (“Offering Circular”), unless it is not reasonably practical to do so given an immediate and legally required need to supplement its Offering Circular, in which case such supplement will be provided to the Feeder FundMaster Trust as soon as reasonably possible prior to filing or first use. The Feeder Fund Funds will furnish the Master Portfolio Portfolios with any proposed advertising or sales literature relating to prepared by the Feeder Fund Funds or their placement agent at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder FundFunds. The Feeder Fund agrees Funds agree that it they will include in all such Feeder Fund documents any disclosures that may be required by law and it they will include in all such Feeder Fund documents any material comments reasonably made by the each Master Portfolio and its counsel. The A Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by a Master Portfolio or from information accurately derived from the Master Portfolio’s N-1A that has been specifically provided to the Master Portfolio specifically for use thereinreview and comment. The Feeder Fund Funds will not make any other written or oral representation representations about a Master Portfolio other than those included in the Master Portfolio Portfolio’s N-1A without its the prior written consentconsent of the Master Trust. (dc) The Feeder Fund agrees Funds agree to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, documentation evidencing compliance with the AML Laws as may be reasonably requested by the a Master Portfolio from time to time, to the extent the provision of such information is permitted by the AML laws or other applicable law. (d) The Feeder Funds shall at all times have a substantially similar investment objective as and substantially similar investment policies to those of its corresponding Master Portfolio.

Covenants and Indemnification. 3.1 The Feeder Fund covenants that: (a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will comply with Section 12(d)(1)(E)(iii)(aa) of the 1940 Act and either (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) matters and vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) as well as vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions, or (ii) vote the Interests held by the Feeder Fund in the same proportion as the vote of all other interestholders of the Master Portfolio. The If the Feeder Fund elects to call a meeting of its shareholders, the Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio. If, and to the extent, the requested vote pertains to a change in control of the Adviser, the Adviser will bear the costs and expenses of calling and holding such meeting including, but not limited to, the cost of preparing, filing, printing, and mailing proxy statements. (c) The Feeder Fund will furnish the Master Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent. (d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

Covenants and Indemnification. 3.1 The Feeder Fund covenants that: (a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio. (c) The Feeder Fund will furnish the Master Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio specifically for use thereinPortfolio. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent. (d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, documentation evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

Covenants and Indemnification. 3.1 The Company on behalf of the Feeder Fund covenants that: (a) The Except as otherwise permitted under 12(d)(1)(E) of the 1940 Act, or interpretations, orders or no-action positions issued by the SEC or its staff, as the case may be, the Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by agreed upon between the Company and the Master Portfolio. (c) The Feeder Fund will furnish the Master Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Master Portfolio agrees to provide comments on such materials, if any, on a timely basis as agreed by the parties. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counselcounsel with respect to disclosure concerning the Master Portfolio. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent. (d) The Company shall comply in all material respects with all applicable laws, rules, and regulations in connection with the operations of the Feeder Fund as a registered investment company, including the requirements of the USA PATRIOT ACT of 2001 and its implementing rules and regulations ("AML Laws"). The Company on behalf of the Feeder Fund shall provide such documentation as shall be reasonably requested by the Master Portfolio that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the with AML Laws. (e) The Feeder Fund agrees to comply notify the Trust promptly if there is any change with respect to any of the AML Laws information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request. 3.2 The Trust on behalf of the Master Portfolio covenants that: (a) The Trust shall promptly provide all signature pages for the Company required for inclusion in any SEC Filings of the Feeder Fund, provided that the Feeder Fund is in material compliance with its covenants and documentationobligations under this Agreement and that such SEC filings are provided to the Trust as soon as reasonably practicable prior to the filing date. The Company acknowledges that the provision of such signature pages does not constitute a representation that such SEC Filing complies with the Securities Laws or does not contain any untrue statement of a material fact or does not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except with respect to information provided by the Master Portfolio or its agents for inclusion in such SEC Filing, which shall in any event include any written information obtained from the Master Portfolio N-1A. (b) The Trust shall furnish to the Company, at least twenty (20) business days prior to filing any amendments to its registration statement on Form N-1A that relate to the Master Portfolio, unless provision of such amendments is impracticable under the circumstances, in which case it shall be provided as soon as reasonably practicable. The Trust shall provide the Company with reasonable advance written notice of (1) any change in the Master Portfolio's investment objective, (2) any material changes in the Master Portfolio's investment policies or activities, (3) any material increase in the Master Portfolio's fees and expenses including copies as a result of the termination or change of any expense waiver or reimbursement agreement, (4) any change in the Master Portfolio's fiscal year end, or (5) any change in the time for calculating the net asset value of the Master Portfolio. The Trust shall provide the Company with notice of any change in the Trust's registered public accountants as soon as reasonably practicable. (c) The Master Portfolio has and will continue to qualify to be taxable as a partnership under the Code for federal income tax purposes for all periods during which this Agreement is in effect. The Master Portfolio satisfies and will continue to satisfy (i) the income test imposed on regulated investment companies under Section 851(b)(2) of the Code, and (ii) the diversification test imposed on regulated investment companies under Section 851(b)(3) of the Code as if such sections applied to it for so long as this Agreement remains in effect. (d) Interests in the Master Portfolio have and will continue to be: (i) offered and sold solely in private placement transactions which do not involve any "public offering" within the meaning of Section 4(2) of the 1933 Act, and (ii) are either noticed or qualified for sale or exempt from such notice or qualification requirements under applicable securities laws in those states of jurisdictions in which they are offered and sold. (e) The Master Portfolio shall at all times effect redemptions of Interests in accordance with the 1940 Act and the rules and regulations thereunder, the Master Portfolio N-1A and the organizational documents of the Trust. Redemption requests, other than a withdrawal of the Feeder Fund's entire investment in the Master Portfolio, typically will be effected in cash, but the Trust reserves the right to make redemptions of securities in kind as described in the Master Portfolio's current Prospectus. The Master Portfolio shall use its best efforts to settle redemptions on the next business day following the receipt of the redemption request and if such next business day settlement is not practicable, will immediately notify the Feeder Fund of the anticipated settlement date, which shall in all events be a date permitted by the 1940 Act. (f) The Master Portfolio, or its designee, shall notify the Feeder Fund, or its designee, of the Master Portfolio's NAV and the Feeder Fund's pro rata portion of income, expenses, and realized and unrealized gains and losses of the Master Portfolio for that business day by 6:00 pm EST on a best effort basis. Such information shall be accurate, true and complete in all material respects. (g) The Master Portfolio has and will continue to comply in all respects with the provisions of Rule 2a-7 under the 1940 Act and has adopted written procedures in accordance with that rule. The Master Portfolio shall provide such certifications and certificationsinformation, evidencing in such form and for periods as is agreed to by the parties, to demonstrate the Master Portfolio's compliance with the AML Laws provisions of Rule 2a-7, but in no case will the provision of such materials occur before the Trust's Board of Trustees has received the information contained in such materials. To the extent that Rule 2a-7 requires reporting of any event to the Board of Trustees of the Master Portfolio, the Master Portfolio shall provide notice of such event to the Feeder Fund as soon as reasonably practicable after notice is provided to the Board of Trustees of the Trust. The Master Portfolio shall provide such reports as agreed to by the parties, to enable Feeder Fund to fulfill the responsibilities of its Board of Trustees under Rule 2a-7 including, without limitation, shadow pricing reports pursuant to Rule 2a-7 at such intervals as agreed to by the parties. (h) The Trust shall comply in all material respects with all applicable laws, rules and regulations applicable to the operations of the Master Portfolio as a registered investment company. (i) The Master Portfolio agrees to notify the Company promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Company may reasonably request. 3.3 Each party covenants that it will cooperate with the other to provide any such information as may be requested by the Master Portfolio from time other (i) during the course of an SEC or other regulatory exam, (ii) to timecomplete its year-end audit, or (iii) to complete any SEC Filings, as previously defined.

Covenants and Indemnification. 3.1 The Company on behalf of the Feeder Fund covenants that: (a) The Except as otherwise permitted under 12(d)(1)(E) of the 1940 Act, or interpretations, orders or no-action positions issued by the SEC or its staff, as the case may be, the Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by agreed upon between the Company and the Master Portfolio. (c) The Feeder Fund will furnish the Master Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Master Portfolio agrees to provide comments on such materials, if any, on a timely basis as agreed by the parties. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counselcounsel with respect to disclosure concerning the Master Portfolio. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent. (d) The Company shall comply in all material respects with all applicable laws, rules, and regulations in connection with the operations of the Feeder Fund as a registered investment company, including the requirements of the USA PATRIOT ACT of 2001 and its implementing rules and regulations ("AML Laws"). The Company on behalf of the Feeder Fund shall provide such documentation as shall be reasonably requested by the Master Portfolio that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the with AML Laws. (e) The Feeder Fund agrees to comply notify the Trust promptly if there is any change with respect to any of the AML Laws information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request. 3.2 The Trust on behalf of the Master Portfolio covenants that: (a) The Trust shall promptly provide all signature pages for the Company required for inclusion in any SEC Filings of the Feeder Fund, provided that the Feeder Fund is in material compliance with its covenants and documentationobligations under this Agreement and that such SEC filings are provided to the Trust as soon as reasonably practicable prior to the filing date. The Company acknowledges that the provision of such signature pages does not constitute a representation that such SEC Filing complies with the Securities Laws or does not contain any untrue statement of a material fact or does not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except with respect to information provided by the Master Portfolio or its agents for inclusion in such SEC Filing, which shall in any event include any written information obtained from the Master Portfolio N-1A. (b) The Trust shall furnish to the Company, at least twenty (20) business days prior to filing any amendments to its registration statement on Form N-1A that relate to the Master Portfolio, unless provision of such amendments is impracticable under the circumstances, in which case it shall be provided as soon as reasonably practicable. The Trust shall provide the Company with reasonable advance written notice of (1) any change in the Master Portfolio's investment objective, (2) any material changes in the Master Portfolio's investment policies or activities, (3) any material increase in the Master Portfolio's fees and expenses including copies as a result of the termination or change of any expense waiver or reimbursement agreement, (4) any change in the Master Portfolio's fiscal year end, or (5) any change in the time for calculating the net asset value of the Master Portfolio. The Trust shall provide the Company with notice of any change in the Trust's registered public accountants as soon as reasonably practicable. (c) The Master Portfolio has and will continue to qualify to be taxable as a partnership under the Code for federal income tax purposes for all periods during which this Agreement is in effect. The Master Portfolio satisfies and will continue to satisfy (i) the income test imposed on regulated investment companies under Section 851(b)(2) of the Code, and (ii) the diversification test imposed on regulated investment companies under Section 851(b)(3) of the Code as if such sections applied to it for so long as this Agreement remains in effect. (d) Interests in the Master Portfolio have and will continue to be: (i) offered and sold solely in private placement transactions which do not involve any "public offering" within the meaning of Section 4(2) of the 1933 Act, and (ii) are either noticed or qualified for sale or exempt from such notice or qualification requirements under applicable securities laws in those states of jurisdictions in which they are offered and sold. (e) The Master Portfolio shall at all times effect redemptions of Interests in accordance with the 1940 Act and the rules and regulations thereunder, the Master Portfolio N-1A and the organizational documents of the Trust. Redemption requests, other than a withdrawal of the Feeder Fund's entire investment in the Master Portfolio, typically will be effected in cash, but the Trust reserves the right to make redemptions of securities in kind as described in the Master Portfolio's current Prospectus. The Master Portfolio shall use its best efforts to settle redemptions on the next business day following the receipt of the redemption request and if such next business day settlement is not practicable, will immediately notify the Feeder Fund of the anticipated settlement date, which shall in all events be a date permitted by the 1940 Act. (f) The Master Portfolio, or its designee, shall notify the Feeder Fund, or its designee, of the Master Portfolio's NAV and the Feeder Fund's pro rata portion of income, expenses, and realized and unrealized gains and losses of the Master Portfolio for that business day by 6:00 pm EST on a best effort basis. Such information shall be accurate, true and complete in all material respects. (g) The Master Portfolio has and will continue to comply in all respects with the provisions of Rule 2a-7 under the 1940 Act and has adopted written procedures in accordance with that rule. The Master Portfolio shall provide such certifications and certificationsinformation, evidencing in such form and for periods as is agreed to by the parties, to demonstrate the Master Portfolio's compliance with the AML Laws provisions of Rule 2a-7, but in no case will the provision of such materials occur before the Trust's Board of Trustees has received the information contained in such materials. To the extent that Rule 2a-7 requires reporting of any event to the Board of Trustees of the Master Portfolio, the Master Portfolio shall provide notice of such event to the Feeder Fund as soon as reasonably practicable after notice is provided to the Board of Trustees of the Trust. The Master Portfolio shall provide such reports as agreed to by the parties, to enable Feeder Fund to fulfill the responsibilities of its Board of Trustees under Rule 2a-7 including, without limitation, shadow pricing reports pursuant to Rule 2a-7 at such intervals as agreed to by the parties. (h) The Trust shall comply in all material respects with all applicable laws, rules and regulations applicable to the operations of the Master Portfolio as a registered investment company. (i) The Master Portfolio agrees to notify the Company promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Company may reasonably request. 3.3 Each party covenants that it will cooperate with the other to provide any such information as may be requested by the Master Portfolio from time other (i) during the course of an SEC or other regulatory exam, (ii) to timecomplete its year -end audit, or (iii) to complete any SEC Filings, as previously defined.

Covenants and Indemnification. 3.1 The Feeder Trust covenants on behalf of the Feeder Fund covenants that: (a) The Feeder Fund will own no investment security (as that term is interpreted for purposes of Section 12(d)(1)(E) of the 0000 Xxx) other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (icomply with the voting provisions of Section 12(d)(1)(E)(iii) call a meeting of shareholders of the Feeder Fund for the purpose of seeking 1940 Act in that it will either seek instructions from shareholders regarding such matters, (ii) vote its security holders with regard to the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests voting of all proxies with respect to the shares held by Feeder Fund shareholders who do not give voting such security and vote such proxies in accordance with such instructions or vote its Interest in the same proportion as the shares vote of all other holders of Interests. If the Feeder Fund shareholders who do give voting instructions. The Feeder Fund will Trust elects to hold each such a meeting of Feeder Fund shareholders shareholders, it will do so in accordance with a timetable reasonably established by the Master Portfolio. If and to the extent that: (i) the Master Trust submits a matter to the vote of holders of the Master Portfolio’s Interests; (ii) the Feeder Trust determines that it is necessary or appropriate to solicit proxies from its shareholders in order to vote its interests; and (iii) the Master Trust agrees to assume the costs associated with soliciting proxies from the shareholders of any other feeder fund that invests substantially all of its investable assets in the Master Portfolio, then the Master Trust shall assume the costs associated with soliciting proxies from the shareholders of the Feeder Fund. (c) The Feeder Fund Trust will furnish the Master PortfolioTrust, at least five ten (510) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund, unless it is not reasonably practical to do so given an immediate and legally required need to supplement its registration statement on Form N-1A (“Feeder Fund’s N-1A”), in which case such supplement will be provided to the Master Trust as soon as reasonably possible prior to filing or first use. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to prepared by the Feeder Fund or its distributor at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio or from information accurately derived from the Master Portfolio’s N-1A that has been specifically provided to the Master Portfolio for use thereinreview and comment. The Feeder Fund will not make any other written or oral representation representations about the Master Portfolio other than those included in the Master Portfolio’s N-1A without its the prior written consentconsent of the Master Trust. (d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, documentation evidencing compliance with the AML Laws as may be reasonably requested by the Master Portfolio from time to time, to the extent the provision of such information is permitted by the AML laws or other applicable law. (e) The Feeder Fund shall at all times have a substantially similar investment objective as and substantially similar investment policies to those of the Master Portfolio.