Common use of Standard of Care and Performance of Duties Clause in Contracts

Standard of Care and Performance of Duties. (a) The Bank agrees to use reasonable care with regard to its obligations under this Agreement and the safekeeping of property of the Master Portfolios. In performing its duties hereunder and any other duties listed on the Schedules hereto, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Trust, and the Bank will be without liability for any action taken or thing done, or omitted to be done, so long as the Bank's actions or inactions are without negligence and in accordance with this Agreement in good faith in conformity with such advice. The Bank shall be liable to, and shall indemnify and hold harmless the Trust from and against any loss which shall occur as the result of the failure of the Bank or a sub-custodian (other than a foreign securities depository or clearing agency and except as provided in subsections 6.8, 13.2 and 13.3(i) hereof) to exercise reasonable care with respect to their respective obligations under this Agreement and the safekeeping of such property. Subject to the foregoing, the Bank will not be responsible for any act, omission, default or for the solvency of any foreign securities depository or clearing agency utilized in connection with the provision of services under this Agreement. (b) In the performance of its duties hereunder, the Bank will be protected and not be liable, and will be indemnified and held harmless for any action taken or omitted to be taken by it with reasonable care and in good faith reliance upon the terms of this Agreement, any Officer's Certificate, Proper Instructions, resolution of the Board, facsimile, telegram, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine and for any other loss to the Fund except in the case of its negligent actions or inactions or lack of good faith or reasonable care in the performance of its obligations or duties hereunder. (c) The Bank will be under no duty or obligation to inquire into and will not be liable for: (i) the validity of the issue of any Portfolio Securities purchased by or for a Master Portfolio, the legality of the purchases thereof or the propriety of the price incurred therefor; (ii) the legality of any sale of any Portfolio Securities by or for the Master Portfolio or the propriety of the amount for which the same are sold; (iii) the legality of an issue or sale of any interests of a Master Portfolio or the sufficiency of the amount to be received therefor; (iv) the legality of the repurchase of any interests of a Master Portfolio or the propriety of the amount to be paid therefor; (v) the legality of the declaration of any dividend by a Master Portfolio or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (vi) any property or moneys of a Master Portfolio unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. (d) Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of a Master Portfolio are such as may properly be held by the Master Portfolio under the provisions of its Trust Declaration, By-Laws, any federal or state statutes or any rule or regulation of any governmental agency. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank be liable hereunder or to any third party: (i) for any losses or damages of any kind resulting from acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation, or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except as results from the Bank's own negligence, provided that the Bank shall make all reasonable efforts, whenever necessary, to use data processing back-up facilities provided by Electronic Data Systems, Inc.; or (ii) for special, punitive or consequential damages arising from the provision of services hereunder, even if the Bank has been advised of the possibility of such damages; provided, however, that the parties specifically acknowledge and agree that damages, if any, incurred by the Trust, its Master Portfolios or its agents (including, but not limited to, BGFA or the Trust's transfer or shareholder servicing agents) on account of late or incorrect net asset values and related information provided to the Trust, its Master Portfolios, its agents or other third parties as may be agreed in writing by BGI and IBT from time to time, are not to be considered special, punitive or consequential damages for purposes of this subsection 13.2(e)(ii). (f) The Bank shall supply BGI with such daily information regarding the cash and securities positions and activity of each Master Portfolio as the Bank and BGI shall from time to time agree. (g) The Bank need not maintain any insurance for the exclusive benefit of the Trust, but hereby warrants that as of the date of this Agreement it is maintaining a bankers Blanket Bond and hereby agrees to notify the Trust in the event that such bond is canceled or otherwise lapses.

Standard of Care and Performance of Duties. (a) The Bank agrees to use reasonable care with regard to its obligations under this Agreement and the safekeeping of property of the Master PortfoliosFunds. In performing its duties hereunder and any other duties listed on the Schedules hereto, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the TrustCompany, and the Bank will be without liability for any action taken or thing done, or omitted to be done, so long as the Bank's actions or inactions are without negligence and in accordance with this Agreement in good faith in conformity with such advice. The Bank shall be liable to, and shall indemnify and hold harmless the Trust Company from and against any loss which shall occur as the result of the failure of the Bank or a sub-custodian (other than a foreign securities depository or clearing agency and except as provided in subsections 6.8, 13.2 and 13.3(i) hereof) to exercise reasonable care with respect to their respective obligations under this Agreement and the safekeeping of such property. Subject to the foregoing, the Bank will not be responsible for any act, omission, default or for the solvency of any foreign securities depository or clearing agency utilized in connection with the provision of services under this Agreement. (b) In the performance of its duties hereunder, the Bank will be protected and not be liable, and will be indemnified and held harmless for any action taken or omitted to be taken by it with reasonable care and in good faith reliance upon the terms of this Agreement, any Officer's Certificate, Proper Instructions, resolution of the Board, facsimile, telegram, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine and for any other loss to the Fund except in the case of its negligent actions or inactions or lack of good faith or reasonable care in the performance of its obligations or duties hereunder. (c) The Bank will be under no duty or obligation to inquire into and will not be liable for: (i) the validity of the issue of any Portfolio Securities purchased by or for a Master PortfolioFund, the legality of the purchases thereof or the propriety of the price incurred therefor; (ii) the legality of any sale of any Portfolio Securities by or for the Master Portfolio Fund or the propriety of the amount for which the same are sold; (iii) the legality of an issue or sale of any interests of a Master Portfolio Fund or the sufficiency of the amount to be received therefor; (iv) the legality of the repurchase of any interests of a Master Portfolio Fund or the propriety of the amount to be paid therefor; (v) the legality of the declaration of any dividend by a Master Portfolio Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (vi) any property or moneys of a Master Portfolio Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. (d) Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of a Master Portfolio Fund are such as may properly be held by the Master Portfolio Fund under the provisions of its Trust DeclarationCompany Articles, By-Laws, any federal or state statutes or any rule or regulation of any governmental agency. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank be liable hereunder or to any third party: (i) for any losses or damages of any kind resulting from acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation, or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except as results from the Bank's own negligence, provided that the Bank shall make all reasonable efforts, whenever necessary, to use data processing back-up facilities provided by Electronic Data Systems, Inc.; or (ii) for special, punitive or consequential damages arising from the provision of services hereunder, even if the Bank has been advised of the possibility of such damages; provided, however, that the parties specifically acknowledge and agree that damages, if any, incurred by the TrustCompany, its Master Portfolios Funds or its agents (including, but not limited to, BGFA or the TrustCompany's transfer or shareholder servicing agents) on account of late or incorrect net asset values and related information provided to the TrustCompany, its Master PortfoliosFunds, its agents or other third parties as may be agreed in writing by BGI and IBT from time to time, are not to be considered special, punitive or consequential damages for purposes of this subsection 13.2(e)(ii). (f) The Bank shall supply BGI with such daily information regarding the cash and securities positions and activity of each Master Portfolio Fund as the Bank and BGI shall from time to time agree. (g) The Bank need not maintain any insurance for the exclusive benefit of the TrustCompany, but hereby warrants that as of the date of this Agreement it is maintaining a bankers Blanket Bond and hereby agrees to notify the Trust Company in the event that such bond is canceled or otherwise lapses.

Standard of Care and Performance of Duties. (a) The Bank agrees to use reasonable care with regard to its obligations under this Agreement and the safekeeping of property of the Master Portfolios. In performing its duties hereunder and any other duties listed on the Schedules schedules hereto, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Trust, and the Bank will be without liability for any action taken or thing done, or omitted to be done, so long as the Bank's actions or inactions are without negligence and are in accordance with this Agreement and are in good faith in conformity with such advice. The Bank shall be liable to, and shall indemnify and hold harmless the Trust from and against any loss which shall occur as the result of the failure of the Bank or a sub-custodian (other than a foreign securities depository or clearing agency and except as provided in subsections Subsections 6.8, 13.2 and 13.3(i) or 13.3 hereof) to exercise reasonable care with respect to their respective obligations under this Agreement and the safekeeping of such property. Subject to the foregoing, the Bank will not be responsible for any act, omission, default or for the solvency of any foreign securities depository or clearing agency utilized in connection with the provision of services under this Agreement. (b) In the performance of its duties hereunder, the Bank will be protected and not be liable, and will be indemnified and held harmless for any action taken or omitted to be taken by it with reasonable care and in good faith reliance upon the terms of this Agreement, any Officer's Certificate, Proper Instructions, resolution of the Board, facsimile, telegram, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine and for any other loss to the Fund Trust except in the case of its negligent actions or inactions or lack of good faith or reasonable care in the performance of its obligations or duties hereunder. (c) The Bank will be under no duty or obligation to inquire into and will not be liable for: (i) the validity of the issue of any Portfolio Securities purchased by or for a Master Portfolio, the legality of the purchases thereof or the propriety of the price incurred therefor; (ii) the legality of any sale of any Portfolio Securities by or for the Master Portfolio or the propriety of the amount for which the same are sold; (iii) the legality of an issue or sale of any interests shares of a Master Portfolio or the sufficiency of the amount to be received therefor; (iv) the legality of the repurchase of any interests shares of a Master Portfolio or the propriety of the amount to be paid therefor; (v) the legality of the declaration of any dividend by a Master Portfolio or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (vi) any property or moneys of a Master Portfolio unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. (d) Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of a Master Portfolio are such as may properly be held by the Master Portfolio under the provisions of its Trust Declaration, By-Laws, any federal or state statutes or any rule or regulation of any governmental agency. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank be liable hereunder or to any third party: (i) for any losses or damages of any kind resulting from acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation, or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, in each case reasonably beyond its control (each, a "Force Majeure Event"), except as results from the Bank's own negligence, provided that the Bank shall make all reasonable efforts, whenever necessary, to use suitable data processing back-up facilities provided by Electronic Data Systems, Inc.facilities; or (ii) for special, punitive or consequential damages arising from the provision of services hereunder, even if the Bank has been advised of the possibility of such damages; provided, however, that the parties Parties specifically acknowledge and agree that damages, if any, incurred by the Trust, its Master Portfolios or its agents (including, but not limited to, BGFA or the Trust's transfer or shareholder servicing agents) on account of late or incorrect net asset values and related information provided to the Trust, its Master Portfolios, its agents or other third parties as may be agreed in writing by BGI BGFA and/or Barclays Global Investors, N.A. and IBT the Bank from time to time, are not to be considered special, punitive or consequential damages for purposes of this subsection Subsection 13.2(e)(ii). (f) The Bank shall supply BGI BGFA with such daily information regarding the cash and securities positions and activity of each Master Portfolio as the Bank and BGI BGFA shall from time to time agree. (g) The Bank need not maintain any insurance for the exclusive benefit of the Trust, but hereby warrants that as of the date of this Agreement it is maintaining a bankers Blanket Bond and hereby agrees to notify the Trust in the event that such bond is canceled or otherwise lapses.

Standard of Care and Performance of Duties. (a) The Bank agrees to use reasonable care with regard to its obligations under this Agreement and the safekeeping of property of the Master PortfoliosFund. In performing its duties hereunder and any other duties listed on the Schedules hereto, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the TrustCompany, and the Bank will be without liability for any action taken or thing done, or omitted to be done, so long as the Bank's actions or inactions are without negligence and in accordance with this Agreement in good faith in conformity with such advice. The Bank shall be liable to, and shall indemnify and hold harmless the Trust Company from and against any loss which shall occur as the result of the failure of the Bank or a sub-custodian (other than a foreign securities depository or clearing agency and except as provided in subsections 6.8, 13.2 and 13.3(i) hereof) to exercise reasonable care with respect to their respective obligations under this Agreement and the safekeeping of such property. Subject to the foregoing, the Bank will not be responsible for any act, omission, default or for the solvency of any foreign securities depository or clearing agency utilized in connection with the provision of services under this Agreement. (b) In the performance of its duties hereunder, the Bank will be protected and not be liable, and will be indemnified and held harmless for any action taken or omitted to be taken by it with reasonable care and in good faith reliance upon the terms of this Agreement, any Officer's Certificate, Proper Instructions, resolution of the Board, facsimile, telegram, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine and for any other loss to the Fund except in the case of its negligent actions or inactions or lack of good faith or reasonable care in the performance of its obligations or duties hereunder. (c) The Bank will be under no duty or obligation to inquire into and will not be liable for: (i) the validity of the issue of any Portfolio Securities purchased by or for a Master Portfoliothe Fund, the legality of the purchases thereof or the propriety of the price incurred therefor; (ii) the legality of any sale of any Portfolio Securities by or for the Master Portfolio Fund or the propriety of the amount for which the same are sold; (iii) the legality of an issue or sale of any interests of a Master Portfolio the Fund or the sufficiency of the amount to be received therefor; (iv) the legality of the repurchase of any interests of a Master Portfolio the Fund or the propriety of the amount to be paid therefor; (v) the legality of the declaration of any dividend by a Master Portfolio the Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (vi) any property or moneys of a Master Portfolio the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. (d) Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of a Master Portfolio the Fund are such as may properly be held by the Master Portfolio Fund under the provisions of its Trust DeclarationCompany Articles, By-Laws, any federal or state statutes or any rule or regulation of any governmental agency. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank be liable hereunder or to any third party: (i) for any losses or damages of any kind resulting from acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation, or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except as results from the Bank's own negligence, provided that the Bank shall make all reasonable efforts, whenever necessary, to use data processing back-up facilities provided by Electronic Data Systems, Inc.; or (ii) for special, punitive or consequential damages arising from the provision of services hereunder, even if the Bank has been advised of the possibility of such damages; provided, however, that the parties specifically acknowledge and agree that damages, if any, incurred by the Trust, its Master Portfolios or its agents (including, but not limited to, BGFA or the Trust's transfer or shareholder servicing agents) on account of late or incorrect net asset values and related information provided to the Trust, its Master Portfolios, its agents or other third parties as may be agreed in writing by BGI and IBT from time to time, are not to be considered special, punitive or consequential damages for purposes of this subsection 13.2(e)(ii). (f) The Bank shall supply BGI with such daily information regarding the cash and securities positions and activity of each Master Portfolio as the Bank and BGI shall from time to time agree. (g) The Bank need not maintain any insurance for the exclusive benefit of the TrustCompany, but hereby warrants that as of the date of this Agreement it is maintaining a bankers Blanket Bond and hereby agrees to notify the Trust Company in the event that such bond is canceled or otherwise lapses.

Standard of Care and Performance of Duties. (a) The Bank agrees to use reasonable care with regard to its obligations under this Agreement and the safekeeping of property of the Master PortfoliosFunds. In performing its duties hereunder and any other duties listed on the Schedules hereto, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the TrustCompany, and the Bank will be without liability for any action taken or thing done, or omitted to be done, so long as the Bank's actions or inactions are without negligence and in accordance with this Agreement in good faith in conformity with such advice. The Bank shall be liable to, and shall indemnify and hold harmless the Trust Company from and against any loss which shall occur as the result of the failure of the Bank or a sub-custodian (other than a foreign securities depository or clearing agency and except as provided in subsections 6.8, 13.2 and 13.3(i) hereof) to exercise reasonable care with respect to their respective obligations under this Agreement and the safekeeping of such property. Subject to the foregoing, the Bank will not be responsible for any act, omission, default or for the solvency of any foreign securities depository or clearing agency utilized in connection with the provision of services under this Agreement. (b) In the performance of its duties hereunder, the Bank will be protected and not be liable, and will be indemnified and held harmless for any action taken or omitted to be taken by it with reasonable care and in good faith reliance upon the terms of this Agreement, any Officer's Certificate, Proper Instructions, resolution of the Board, facsimile, telegram, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine and for any other loss to the Fund except in the case of its negligent actions or inactions or lack of good faith or reasonable care in the performance of its obligations or duties hereunder. (c) The Bank will be under no duty or obligation to inquire into and will not be liable for: (i) the validity of the issue of any Portfolio Securities purchased by or for a Master PortfolioFund, the legality of the purchases thereof or the propriety of the price incurred therefor; (ii) the legality of any sale of any Portfolio Securities by or for the Master Portfolio Fund or the propriety of the amount for which the same are sold; (iii) the legality of an issue or sale of any interests of a Master Portfolio Fund or the sufficiency of the amount to be received therefor; (iv) the legality of the repurchase of any interests of a Master Portfolio Fund or the propriety of the amount to be paid therefor; (v) the legality of the declaration of any dividend by a Master Portfolio Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (vi) any property or moneys of a Master Portfolio Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. (d) Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of a Master Portfolio Fund are such as may properly be held by the Master Portfolio Fund under the provisions of its Trust the Company's Declaration, By-Laws, any federal or state statutes or any rule or regulation of any governmental agency. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank be liable hereunder or to any third party: (i) for any losses or damages of any kind resulting from acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation, or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except as results from the Bank's own negligence, provided that the Bank shall make all reasonable efforts, whenever necessary, to use data processing back-up facilities provided by Electronic Data Systems, Inc.; or (ii) for special, punitive or consequential damages arising from the provision of services hereunder, even if the Bank has been advised of the possibility of such damages; provided, however, that the parties specifically acknowledge and agree that damages, if any, incurred by the TrustCompany, its Master Portfolios Funds or its agents (including, but not limited to, BGFA or the TrustCompany's transfer or shareholder servicing agents) on account of late or incorrect net asset values and related information provided to the TrustCompany, its Master PortfoliosFunds, its agents or other third parties as may be agreed in writing by BGI Xxxxxxxx Inc. ("Xxxxxxxx") and IBT from time to time, are not to be considered special, punitive or consequential damages for purposes of this subsection 13.2(e)(ii). (f) The Bank shall supply BGI Xxxxxxxx with such daily information regarding the cash and securities positions and activity of each Master Portfolio Fund as the Bank and BGI Xxxxxxxx shall from time to time agree. (g) The Bank need not maintain any insurance for the exclusive benefit of the TrustCompany, but hereby warrants that as of the date of this Agreement it is maintaining a bankers Blanket Bond and hereby agrees to notify the Trust Company in the event that such bond is canceled or otherwise lapses.