Common use of AGENTS AND SUB Clause in Contracts

AGENTS AND SUB. custodians with Respect to Property of the Funds --------------------------------------------------------------- Held in the United States. The Bank may employ agents in the performance of its ------------------------- duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Fund's assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Company or any other person by reason of any act or omission of any sub-custodian and the Company shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any sub-custodian. Upon request of the Bank, the Company shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. All fees and expenses of any sub-custodian shall be paid in accordance with Schedule B hereto.

AGENTS AND SUB. custodians with Respect to Property of the Funds --------------------------------------------------------------- Master ---------------------------------------------------------------- Portfolios Held in the United States. The Bank may employ agents in the ------------------------------------ performance of its ------------------------- duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a FundMaster Portfolio's assets with respect to property of the Fund Master Portfolio held in the United States. The Bank shall have no liability to the Company Trust or any other person by reason of any act or omission of any sub-custodian and the Company Trust shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any sub-custodian. Upon request of the Bank, the Company Trust shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. All fees and expenses of any sub-custodian shall be paid in accordance with Schedule B hereto.

AGENTS AND SUB. custodians with Respect to Property of the Funds --------------------------------------------------------------- Fund -------------------------------------------------------------- Held in the United States. The Bank may employ agents in the performance of its ------------------------- duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a the Fund's assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Company or any other person by reason of any act or omission of any sub-custodian and the Company shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any sub-custodian. Upon request of the Bank, the Company shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. All fees and expenses of any sub-custodian shall be paid in accordance with Schedule B heretoby the Bank.

AGENTS AND SUB. custodians with Respect to Property of the Funds --------------------------------------------------------------- Held in the United States. The Bank may employ agents in the performance of its ------------------------- duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Fund's assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Company or any other person by reason of any act or omission of any sub-custodian and the Company shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any sub-custodian. Upon request of the Bank, the Company shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. All fees and expenses of any sub-sub- custodian shall be paid in accordance with Schedule B hereto.