Common use of Indemnification by the Master Portfolio Clause in Contracts

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's N-1A, 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 Master Portfolio 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 the Master Portfolio's N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's ’s N-1A, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (iii) arise out of any failure of the Trust, with respect to the Master Portfolio, or any director, officer, employee or agent of the Trust, to comply with any applicable law. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund Fund, the Feeder Trust, and the Company and its their respective directorstrustees, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Feeder Fund Covered Person" ” and collectively, "“Feeder Fund Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several; that, whether incurred directly by the Feeder Fund or through the Feeder Fund’s Investment in the Master Portfolio, which (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Master Portfolio's N-1A’s N-1A or in any advertising or sales literature of the Feeder Fund to the extent resulting from information provided by the Master Trust specifically for inclusion in the Feeder Fund’s advertising or sales literature and which is accurately included by the Feeder Fund in the Feeder Fund’s advertising or sales literature, or arise out of or are based upon the omission or alleged omission to state in the Master Portfolio’s N-1A or in any advertising or sales literature of the Feeder Fund to the extent resulting from information provided by the Master Trust specifically for inclusion in the Feeder Fund’s advertising or sales literature and which is accurately included by the Feeder Fund therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Master Portfolio 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 the Master Portfolio's ’s N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with SEC Filings, not included therein in reliance on information provided by or on behalf of the Securities and Exchange Commission Master Portfolio for inclusion therein, being deemed to have been so furnished to the Master Portfolio); (ii) arise out of or are based upon an inaccurate calculation of the Master Portfolio’s net asset value (whether by the Master Portfolio or any party retained by the Master Portfolio for that purpose); (iii) arise out of any unlawful or negligent act of the Master Trust or the Master Portfolio or any Trustee, officer, employee or agent of the Master Trust or the Master Portfolio, whether such act was committed against the Master Trust, Master Portfolio, Feeder Trust, Feeder Fund or any third party; or (iiiv) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; provided, however, that in no case shall the Master Portfolio be liable with respect to any claim made against any Feeder Fund Covered Person unless the party shall have notified the Master Portfolio 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 Feeder Fund Covered Person. Failure to notify the Master Portfolio 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 Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master PortfolioPortfolio and reasonably acceptable to the Feeder Fund. In the event that the Master Portfolio elects to assume the defense of any such suit and retain such counsel, each Feeder Fund 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Feeder Fund Covered Person and the Master Portfolio, and any such Feeder Fund 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Feeder Fund Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Feeder Fund Covered Person.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's N-1A, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (iii) arise out of any failure of the Trust, with respect to the Master Portfolio, or any director, officer, employee or agent of the Trust, to comply with any applicable law. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several; that, whether incurred directly by the Feeder Fund or through the Feeder Fund's Investment in the Master Portfolio, which (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Master Portfolio's N-1A, 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 Master Portfolio 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 the Master Portfolio's N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Master Portfolio); or; (ii) arise out of or are based upon a materially inaccurate calculation of the Master Portfolio's net asset value (whether by the Master Portfolio or any party retained for that purpose); (iii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iv) arise out of any claim that the use of the names "Standard & Poor's," "S&P," "Standard & Poor's 500," "S&P 500" or 500" by the Master Portfolio violates any license or infringes upon any trademark; provided, however, that in no case shall the Master Portfolio be liable with respect to any claim made against any such Covered Person unless such Covered Person shall have notified the Master Portfolio 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 Feeder Fund or a Covered Person. Failure to notify the Master Portfolio of such claim shall not relieve it from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this paragraph. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company State Street and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's N-1A’s N -lA, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (iii) arise out of any failure of the Trust, with respect to the Master Portfolio, or any director, officer, employee or agent of the Trust, to comply with any applicable law. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or counselor (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) a. The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directorstrustees, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Feeder Fund Covered Person" ” and collectively, "“Feeder Fund Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's ’s registration statement on Form N-1A, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (biii) The Master Portfolio will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense arise out of any suit brought to enforce any such liabilityfailure of the Trust, but, if the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 with respect to the Master Portfolio, in which case or any director, officer, employee or agent of the Master Portfolio shall not be entitled Trust, to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify comply with any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Personapplicable law.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company State Street and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's ’s N-1A, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (iii) arise out of any failure of the Trust, with respect to the Master Portfolio, or any director, officer, employee or agent of the Trust, to comply with any applicable law. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company State Street and its respective directors, officers and employees and each other person who controls the Feeder Fund, 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 costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's N-1A’s N-IA, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (iii) arise out of any failure of the Trust, with respect to the Master Portfolio, or any director, officer, employee or agent of the Trust, to comply with any applicable law. (b) The Master Portfolio 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 Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Person.

Indemnification by the Master Portfolio. (a) a. The Master Portfolio will indemnify indemnifY and hold harmless the Feeder Fund and the Company and its respective directorstrustees, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "“Feeder Fund Covered Person" ” and collectively, "“Feeder Fund Covered Persons"”), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "“Liability" ” and collectively, the "“Liabilities"”) (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees 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 the Master Portfolio's ’s registration statement on Form N-1A, any prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales literature, or any other documents or publication filed, created, or published or otherwise disseminated by the Trust or Master Portfolio, 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 Master Portfolio 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 the Master Portfolio's N-1A any such document made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission Commission, other than information furnished by the Master Portfolio, being deemed to have been so furnished to the Master Portfolio); or (ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement. (biii) The Master Portfolio will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense arise out of any suit brought to enforce any such liabilityfailure of the Trust, but, if the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio 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 Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, 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 with respect to the Master Portfolio, in which case or any director, officer, employee or agent of the Master Portfolio shall not be entitled Trust, to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify comply with any Covered Person for any settlement of any claim affected without the Master Portfolio'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 Master Portfolio might otherwise have to a Covered Personapplicable law.