Common use of MASTER FUND Clause in Contracts

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “Covered Person” and collectively, “Covered Persons”), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“Losses”), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directors, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “Offering Documents”) of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s current registration statement on Form N-2. provided, however, that in no case shall the Master Fund be liable for indemnification hereunder with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification. Without limiting the generality of the foregoing, the Master Fund’s indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “prospectus” within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any director, manager, director, officer, employee or agent of any of them (in this Section, each, a “"Covered Person” " and collectively, “"Covered Persons”"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“"Losses”"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directorsmanagers, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “"Offering Documents”") of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s 's current registration statement on Form N-2. providedPROVIDED, howeverHOWEVER, that in no case shall the Master Fund be liable for indemnification hereunder (i) with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnificationindemnification or (ii) if such Losses were the result of the negligence or willful misconduct of the Covered Person. Without limiting the generality of the foregoing, the Master Fund’s 's indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “"prospectus” " within the meaning of the 1933 Act, and the Master Fund had registered its interests units under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “"Covered Person” " and collectively, “"Covered Persons”"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“"Losses”"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directorsmanagers, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “"Offering Documents”") of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s 's current registration statement on Form N-2. provided, however, that in no case shall the Master Fund be liable for indemnification hereunder with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification. Without limiting the generality of the foregoing, the Master Fund’s 's indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “"prospectus” " within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any director, manager, director, officer, employee or agent of any of them (in this Section, each, a “"Covered Person” " and collectively, “"Covered Persons”"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“"Losses”"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directorsmanagers, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “"Offering Documents”") of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s 's current registration statement on Form N-2. provided, however, that in no case shall the Master Fund be liable for indemnification hereunder (i) with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnificationindemnification or (ii) if such Losses were the result of the negligence or willful misconduct of the Covered Person. Without limiting the generality of the foregoing, the Master Fund’s 's indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “"prospectus” " within the meaning of the 1933 Act, and the Master Fund had registered its interests units under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “"Covered Person” " and collectively, “"Covered Persons”"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“"Losses”"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directorsmanagers, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “Offering Documents”) Documents of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Master Fund's registration statement on Form N-2 or other written information furnished to the Master Feeder Fund by the Feeder Master Fund or by any service provider of the Master Fund for use therein in such Offering Documents or for use by the Master Feeder Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s 's current registration statement on Form N-2. ; provided, however, that in no case shall the Master Fund be liable for indemnification hereunder (i) with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification; and (ii) if such losses were the result of the negligence or willful misconduct of the Feeder Fund. Without limiting the generality of the foregoing, the Master Fund’s 's indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “"prospectus” " within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “"Covered Person” " and collectively, “"Covered Persons”"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“"Losses”"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directors, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “"Offering Documents”") of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s 's current registration statement on Form N-2. providedPROVIDED, howeverHOWEVER, that in no case shall the Master Fund be liable for indemnification hereunder with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification. Without limiting the generality of the foregoing, the Master Fund’s 's indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “"prospectus” " within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “Covered Person” and collectively, “Covered Persons”), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“Losses”), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directors, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “Offering Documents”) of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s current registration statement on Form N-2. provided, however, that in no case shall the Master Fund be liable for indemnification hereunder (i) with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnificationindemnification or (ii) if such Losses were the result of the negligence or willful misconduct of the Feeder Fund. Without limiting the generality of the foregoing, the Master Fund’s indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “prospectus” within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “Covered Person” and collectively, “Covered Persons”), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“Losses”), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directors, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “Offering Documents”) of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s current registration statement on Form N-2. provided, however, that in no case shall the Master Fund be liable for indemnification hereunder (i) with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summonssummonns, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnificationindemnification or (ii) if such Losses were the result of the negligence or willful misconduct of the Feeder Fund. Without limiting the generality of the foregoing, the Master Fund’s indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “prospectus” within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.

MASTER FUND. (a) The Master Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (in this Section, each, a “"Covered Person” " and collectively, “"Covered Persons”"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) (“"Losses”"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Master Fund, or any of its directorsmanagers, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any other SEC Filing relating to the Master Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “"Offering Documents”") of the Master 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 in light of the circumstances under which they were made, not misleading; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Master 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 in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Master Fund by the Feeder Fund for use therein or for use by the Master Fund in preparing such documents, including but not limited to any written information contained in the Master Fund’s 's current registration statement on Form N-2. providedPROVIDED, howeverHOWEVER, that in no case shall the Master Fund be liable for indemnification hereunder with respect to any claims made against any Covered Person unless a Covered Person shall have notified the Master Fund in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification. Without limiting the generality of the foregoing, the Master Fund’s 's indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “"prospectus” " within the meaning of the 1933 Act, and the Master Fund had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify the Master Fund of such claim shall not relieve the Master Fund from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section. (b) The Master 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 Master Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Fund. In the event the Master Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) the Master Fund shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and the Master Fund, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to the Master Fund that one or more legal defenses may be available to it that may not be available to the Master Fund, in which case the Master Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. The Master Fund shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its 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 Fund might otherwise have to Covered Persons.