Common use of Indemnification by Feeder Fund Clause in Contracts

Indemnification by Feeder Fund. (a) Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein; (ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any failure of the Feeder Fund or any director, officer, employee or agent of the Company, to comply with any applicable law. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Covered Person" ” and collectively, "“Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) arise out of any misstatement of a material fact or an omission of a material fact in the Feeder Fund’s registration statement (including amendments thereto) or included in Feeder Fund advertising or sales literature, other than information provided by the Master Portfolio or included in Feeder Fund advertising or sales literature at the request of the Master Portfolio; or (iii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.; or (iiiiv) arise out of any failure of the Company, with respect to the Feeder Fund Fund, or any director, officer, employee or agent of the Company, with respect to the Feeder Fund, to comply with any applicable law; provided, however, that in no case shall the Feeder Fund be liable with respect to any claim made against any Covered Person unless the party shall have notified the Feeder Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a Covered Person, or any federal, state or local tax deficiency has come to the attention of the Adviser, the Master Portfolio or a Covered Person. Failure to notify the Feeder Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Section. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master PortfolioFund. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected affected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Covered Person" ” and collectively, "“Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) arise out of any misstatement of a material fact or an omission of a material fact included in Feeder Fund advertising or sales literature, other than information provided by the Master Portfolio or included in Feeder Fund advertising or sales literature at the request of the Master Portfolio; or (iii) result from the failure of any representation or warranty made by the Company State Street on behalf of the Feeder Fund to be accurate when made or the failure of the Company State Street or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.; or (iiiiv) arise out of any failure of State Street, with respect to the Feeder Fund Fund, or any director, officer, employee or agent of State Street, with respect to the CompanyFeeder Fund, to comply with any applicable law; provided, however, that in no case shall the Feeder Fund be liable with respect to any claim made against any Covered Person unless the party shall have notified the Feeder Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a Covered Person, or any federal, state or local tax deficiency has come to the attention of the Adviser, the Master Portfolio or a Covered Person. Failure to notify the Feeder Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Section. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master PortfolioFund. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected affected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

Indemnification by Feeder Fund. (a) Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, thatwhich (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein; (ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any failure of the Feeder Fund or any director, officer, employee or agent of the Company, to comply with any applicable law; provided, however, that in no case shall the Feeder Fund be liable with respect to any claim made against any Covered Person unless the party shall have notified the Feeder Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a Covered Person, or any federal, state or local tax deficiency has come to the attention of the the Master Portfolio or a Covered Person. Failure to notify the Feeder Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Section. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or. (iii) arise out of any failure of the Company, with respect to the Feeder Fund Fund, or any director, officer, employee or agent of the Company, with respect to the Feeder Fund, to comply with any applicable law. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Trust, Master Portfolio, the Master Portfolio’s investment adviser and the Trust and its their respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Master Portfolio Covered Person" ” and collectively, "“Master Portfolio Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith)therewith)(each, a “Liability” and collectively, the “Liabilities”) , joint or several, thatwhich (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder FundFund (each, a “Feeder Fund Document”), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof Feeder Fund Document in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein (for this purpose, information of any kind contained in any Master Portfolio SEC Filings, not included therein in reliance on information provided by or on behalf of the Feeder Fund for inclusion therein, being deemed to have been so furnished to the Feeder Fund); (ii) result from the failure of any representation or warranty made by the Company Feeder Trust on behalf of the Feeder Fund to be accurate when made or the failure of the Company Feeder Trust or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any failure unlawful or negligent act of the Feeder Trust or the Feeder Fund or any directorTrustee, officer, employee or agent of the CompanyFeeder Trust or the Feeder Fund, whether such act was committed against the Feeder Trust, Feeder Fund, Master Trust, Master Portfolio or any third party; provided, however, that in no case shall the Feeder Fund be liable with respect to comply with any applicable lawclaim made against any Master Portfolio Covered Person unless the party shall have notified the Feeder Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a party. Failure to notify the Feeder Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Paragraph. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Master Portfolio Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Master Portfolio Covered Person and the Feeder Fund, and any such Master Portfolio Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Master Portfolio Covered Person for any settlement of any claim effected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Master Portfolio Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify indemnity and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees employees, and each of them, and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Master Portfolio Covered Person" ” and collectively, "“Master Portfolio Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, ) that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (x) any registration statement, any prospectus, or in either case any amendment thereof or supplement thereto, or ; (y) any advertisement or sales literature, ; or (z) any other document or publication filed, created, or published or otherwise disseminated by or with respect to the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein in any material covered by forgoing clauses (x), (y) and (z) a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) result from the failure of any representation or warranty made by the Company Registrant, on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any failure of the Feeder Fund Fund, or any directortrustee, officer, employee or agent of the CompanyFeeder Fund, to comply with any applicable law. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master PortfolioPortfolio Covered Person or Master Portfolio Covered Persons. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to and shall bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected affected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person. The remedies provided in this Agreement shall not be exclusive of, and shall be in addition to, any remedies otherwise available to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Covered Person" ” and collectively, "“Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) arise out of any misstatement of a material fact or an omission of a material fact included in Feeder Fund advertising or sales literature, other than information provided by the Master Portfolio or included in Feeder Fund advertising or sales literature at the request of the Master Portfolio; or (iii) result from the failure of any representation or warranty made by the Company State Street on behalf of the Feeder Fund to be accurate when made or the failure of the Company State Street or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.; or (iiiiv) arise out of any failure of State Street, with respect to the Feeder Fund Fund, or any director, officer, employee or agent of State Street, with respect to the CompanyFeeder Fund, to comply with any applicable law; provided, however, that in no case shall the Feeder Fund be liable with respect to any claim made against any Covered Person unless the party shall have notified the Feeder Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a Covered Person, or any federal, state or local tax deficiency has come to the attention of the Adviser, the Master Portfolio or a Covered Person. Failure to notify the Feeder Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Section. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master PortfolioFund. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or counselor (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected affected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees employees, and each of them, and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Covered Person" ” and collectively, "“Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, ) that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (x) any registration statement, any prospectus, or in either case any amendment thereof or supplement thereto, or ; (y) any advertisement or sales literature, ; or (z) any other document or publication filed, created, or published or otherwise disseminated by or with respect to the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein in any material covered by forgoing clauses (x), (y) and (z) a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any failure of the Feeder Fund Fund, or any director, officer, employee or agent of the CompanyFeeder Fund, to comply with any applicable law. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master PortfolioCovered Person or Covered Persons in question. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to and shall bear the fees and expenses of counsel to any such counselCovered Person or Covered Persons. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected affected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person. The remedies provided in this Agreement shall not be exclusive of, and shall be in addition to, any remedies otherwise available to a Covered Person.

Indemnification by Feeder Fund. (a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees employees, and each of them, and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Master Portfolio Covered Person" ” and collectively, "“Master Portfolio Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, ) that (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (x) any registration statement, any prospectus, or in either case any amendment thereof or supplement thereto, or ; (y) any advertisement or sales literature, ; or (z) any other document or publication filed, created, or published or otherwise disseminated by or with respect to the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein in any material covered by forgoing clauses (x), (y) and (z) a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;; or (ii) result from the failure of any representation or warranty made by the Company Registrant, on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any failure of the Feeder Fund Fund, or any directortrustee, officer, employee or agent of the CompanyFeeder Fund, to comply with any applicable law. (b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master PortfolioPortfolio Covered Person or Master Portfolio Covered Persons. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to and shall bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected affected without the Feeder Fund's ’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person. The remedies provided in this Agreement shall not be exclusive of, and shall be in addition to, any remedies otherwise available to a Covered Person.