Common use of Indemnification by the Feeder Funds Clause in Contracts

Indemnification by the Feeder Funds. (a) The Feeder Funds will indemnify and hold harmless the Master Trust, Master Portfolios, the Master Portfolios’ investment adviser and their respective trustees, directors, officers and employees and each other person who controls the Master Portfolios, as the case may be (each, a “Master Portfolio Covered Person” and collectively, “Master Portfolio Covered Persons,” as such term is defined in Section 15 of the 1933 Act), against any and all losses, claims, demands, damages, liabilities and expenses (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith)(each, a “Liability” and collectively, the “Liabilities”), joint or several, which (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 Funds (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 Funds 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 Feeder Fund Document in reliance upon and in conformity with written information furnished to a Feeder Fund by a 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 Feeder Trust on behalf of the Feeder Funds to be accurate when made or the failure of the Feeder Trust or the Feeder Funds to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iii) arise out of any unlawful or negligent act of the Feeder Trust or the Feeder Funds or any Trustee, officer, employee or agent of the Feeder Trust or the Feeder Funds, whether such act was committed against the Feeder Trust, Feeder Funds, Master Trust, Master Portfolios or any third party; provided, however, that in no case shall a Feeder Fund be liable with respect to any claim 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) Each 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 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 the Feeder Funds. (a) The Feeder Funds will indemnify and hold harmless the Master TrustFund, Master Portfolios, the Master Portfolios’ investment adviser and their respective trustees, directors, officers and employees and each other person who controls the Master Portfolios, as the case may be (each, a “Master Portfolio Covered Person” and collectively, “Master Portfolio Covered Persons,” as such term is defined in Section 15 of the 1933 Act), against any and all losses, claims, demands, damages, liabilities and expenses (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith)(each, a “Liability” and collectively, the “Liabilities”), joint or several, which (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 Funds (each, a “Feeder Fund Document”), or arise out of or are based upon the omission or alleged omission to state 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 Funds therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Funds will not be liable in any such case to the extent that any such Liability arises out of or is based upon any untrue statement or omission in or from any Feeder Fund Document in reliance upon and in conformity with written information furnished to a Feeder Fund by a 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 Feeder Trust Company or NextShares Trust, on behalf of the applicable Feeder Funds Funds, to be accurate when made or the failure of the Feeder Trust or the Feeder Funds to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or or (iii) arise out of any unlawful or negligent act of the Feeder Company, NextShares Trust or the Feeder Funds or any Trusteedirector, trustee, officer, employee or agent of the Feeder Company, NextShares Trust or the Feeder Funds, whether such act was committed against the Feeder Company, NextShares Trust, Feeder Funds, Master TrustFund, Master Portfolios or any third party; provided, however, that in no case shall a Feeder Fund be liable with respect to any claim 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 partyMaster Portfolio 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 Paragraph. (b) Each 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 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.