Common use of Indemnification by the Master Portfolios Clause in Contracts

Indemnification by the Master Portfolios. (a) The Master Portfolios will indemnify and hold harmless the Feeder Funds, the Feeder Trust, and their respective trustees, officers and employees and each other person who controls the Feeder Funds, 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 Liabilities, joint or several, whether incurred directly by the Feeder Funds or through a Feeder Fund’s Investment in a Master Portfolio, which (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Master Portfolio’s N-1A or in any advertising or sales literature of the Feeder Funds to the extent resulting from information provided by the Master Trust specifically for inclusion in the Feeder Funds’ advertising or sales literature and which is accurately included by the Feeder Funds in the Feeder Funds’ advertising or sales literature, or arise out of or are based upon the omission or alleged omission to state in a Master Portfolio’s N-1A or in any advertising or sales literature of the Feeder Funds to the extent resulting from information provided by the Master Trust specifically for inclusion in the Feeder Funds’ advertising or sales literature and which is accurately included 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 a 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 in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Funds specifically for use therein (for this purpose, information of any kind contained in any Feeder Fund SEC Filings, not included therein in reliance on information provided by or on behalf of the 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 a 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 Portfolios or any Trustee, officer, employee or agent of the Master Trust or the Master Portfolios, whether such act was committed against the Master Trust, Master Portfolios, Feeder Trust, Feeder Funds or any third party; or (iv) result from the failure of any representation or warranty made by a Master Portfolio to be accurate when made or the failure of a 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 a 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 a 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) A 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 a Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio and reasonably acceptable to the Feeder Funds. In the event that a 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 a 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 a 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. A 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 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 a Master Portfolio might otherwise have to a Feeder Fund Covered Person.

Indemnification by the Master Portfolios. (a) The Master Portfolios will indemnify and hold harmless the Feeder Funds, the Feeder Company, NextShares Trust, the Feeder Funds’ investment adviser and their respective trustees, directors, officers and employees and each other person who controls the Feeder Funds, 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 Liabilities, joint or several, whether incurred directly by the Feeder Funds or through a Feeder Fund’s Investment in a Master Portfolio, which (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Master Portfolio’s N-1A or in any advertising or sales literature of the Feeder Funds to the extent resulting from information provided by the Master Trust Fund specifically for inclusion in the Feeder Funds’ advertising or sales literature and which is accurately included by the Feeder Funds in the Feeder Funds’ advertising or sales literature, or arise out of or are based upon the omission or alleged omission to state in a Master Portfolio’s N-1A or in any advertising or sales literature of the Feeder Funds to the extent resulting from information provided by the Master Trust Fund specifically for inclusion in the Feeder Funds’ advertising or sales literature and which is accurately included 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 a 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 N-lA in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Funds specifically for use therein (for this purpose, information of any kind contained in any Feeder Fund SEC Filings, not included therein in reliance on information provided by or on behalf of the 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 a 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 Portfolios or any Trustee, officer, employee or agent of the Master Trust or the Master Portfolios, whether such act was committed against the Master Trust, Master Portfolios, Feeder Trust, Feeder Funds or any third party; or (iv) result from the failure of any representation or warranty made by a Master Portfolio to be accurate when made or the failure of a Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or (iv) arise out of any unlawful or negligent act of the Master Fund or the Master Portfolios or any Trustee, officer, employee or agent of the Master Fund or the Master Portfolios, whether such act was committed against the Master Fund, Master Portfolios, Corporation, Feeder Funds or any third party; provided, however, that in no case shall a 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 a 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) A 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 a Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio and reasonably acceptable to the Feeder Funds. In the event that a 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 a 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 a 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. A Master Portfolio shall not be liable to indemnify any Feeder Fund Covered Person for any settlement of any claim affected effected 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 a Master Portfolio might otherwise have to a Feeder Fund Covered Person.