Common use of Transactions in Foreign Custody Accounts Clause in Contracts

Transactions in Foreign Custody Accounts. Transactions with ---------------------------------------- respect to the assets of a Master Portfolio held by a Selected Foreign Sub- custodian shall be effected pursuant to Proper Instructions from the Trust to the Bank and shall be effected in accordance with the applicable Foreign Sub- custodian Agreement. If at any time any Foreign Portfolio Securities shall be registered in the name of the nominee of the Selected Foreign Sub-custodian, the Trust agrees to hold any such nominee harmless from any liability by reason of the registration of such securities in the name of such nominee. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Securities received for the account of a Master Portfolio and delivery of Foreign Securities maintained for the account of a Master Portfolio may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. In connection with any action to be taken with respect to the Foreign Securities held hereunder, including, without limitation, the exercise of any voting rights, subscription rights, redemption rights, exchange rights, conversion rights or tender rights, or any other action in connection with any other right, interest or privilege with respect to such Securities (collectively, the "Rights"), the Bank shall promptly transmit to the Trust or its investment adviser such information in connection therewith as is made available to the Bank by the Foreign Sub-custodian, and the Bank shall promptly forward to the applicable Foreign Sub-custodian any instructions, forms or certifications with respect to such Rights, and any instructions relating to the actions to be taken in connection therewith, as the Bank shall receive pursuant to Proper Instructions. The Bank agrees to use its best efforts to obtain and forward to the Trust or its designated agent, BGFA, information regarding Rights with respect to Foreign Securities held hereunder. Notwithstanding the foregoing, the Bank shall have no further duty or obligation with respect to such Rights, including, without limitation, the determination of whether a Master Portfolio is entitled to participate in such Rights under applicable U.S. and foreign laws, or the determination of whether any action proposed to be taken with respect to such Rights by the Master Portfolio or by the applicable Foreign Sub-custodian will comply with all applicable terms and conditions of any such Rights or any applicable laws or regulations, or market practices within the market in which such action is to be taken or omitted.

Transactions in Foreign Custody Accounts. Transactions with ---------------------------------------- respect to the assets of a Master Portfolio Fund held by a Selected Foreign Sub- Sub-custodian shall be effected pursuant to Proper Instructions from the Trust Company to the Bank and shall be effected in accordance with the applicable Foreign Sub- Sub-custodian Agreement. If at any time any Foreign Portfolio Securities shall be registered in the name of the nominee of the Selected Foreign Sub-custodian, the Trust Company agrees to hold any such nominee harmless from any liability by reason of the registration of such securities in the name of such nominee. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Securities received for the account of a Master Portfolio Fund and delivery of Foreign Securities maintained for the account of a Master Portfolio Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. In connection with any action to be taken with respect to the Foreign Securities held hereunder, including, without limitation, the exercise of any voting rights, subscription rights, redemption rights, exchange rights, conversion rights or tender rights, or any other action in connection with any other right, interest or privilege with respect to such Securities (collectively, the "Rights"), the Bank shall promptly transmit to the Trust Company or its investment adviser such information in connection therewith as is made available to the Bank by the Foreign Sub-custodian, and the Bank shall promptly forward to the applicable Foreign Sub-custodian any instructions, forms or certifications with respect to such Rights, and any instructions relating to the actions to be taken in connection therewith, as the Bank shall receive pursuant to Proper Instructions. The Bank agrees to use its best efforts to obtain and forward to the Trust Company or its designated agent, BGFA, information regarding Rights with respect to Foreign Securities held hereunder. Notwithstanding the foregoing, the Bank shall have no further duty or obligation with respect to such Rights, including, without limitation, the determination of whether a Master Portfolio Fund is entitled to participate in such Rights under applicable U.S. and foreign laws, or the determination of whether any action proposed to be taken with respect to such Rights by the Master Portfolio Fund or by the applicable Foreign Sub-custodian will comply with all applicable terms and conditions of any such Rights or any applicable laws or regulations, or market practices within the market in which such action is to be taken or omitted.

Transactions in Foreign Custody Accounts. Transactions with ---------------------------------------- respect to the assets of a Master Portfolio Fund held by a Selected Foreign Sub- Sub-custodian shall be effected pursuant to Proper Instructions from the Trust Company to the Bank and shall be effected in accordance with the applicable Foreign Sub- Sub-custodian Agreement. If at any time any Foreign Portfolio Securities shall be registered in the name of the nominee of the Selected Foreign Sub-custodian, the Trust Company agrees to hold any such nominee harmless from any liability by reason of the registration of such securities in the name of such nominee. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Securities received for the account of a Master Portfolio Fund and delivery of Foreign Securities maintained for the account of a Master Portfolio Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. In connection with any action to be taken with respect to the Foreign Securities held hereunder, including, without limitation, the exercise of any voting rights, subscription rights, redemption rights, exchange rights, conversion rights or tender rights, or any other action in connection with any other right, interest or privilege with respect to such Securities (collectively, the "Rights"), the Bank shall promptly transmit to the Trust Company or its investment adviser such information in connection therewith as is made available to the Bank by the Foreign Sub-Sub- custodian, and the Bank shall promptly forward to the applicable Foreign Sub-Sub- custodian any instructions, forms or certifications with respect to such Rights, and any instructions relating to the actions to be taken in connection therewith, as the Bank shall receive pursuant to Proper Instructions. The Bank agrees to use its best efforts to obtain and forward to the Trust Company or its designated agent, BGFA, information regarding Rights with respect to Foreign Securities held hereunder. Notwithstanding the foregoing, the Bank shall have no further duty or obligation with respect to such Rights, including, without limitation, the determination of whether a Master Portfolio Fund is entitled to participate in such Rights under applicable U.S. and foreign laws, or the determination of whether any action proposed to be taken with respect to such Rights by the Master Portfolio Fund or by the applicable Foreign Sub-custodian will comply with all applicable terms and conditions of any such Rights or any applicable laws or regulations, or market practices within the market in which such action is to be taken or omitted.

Transactions in Foreign Custody Accounts. Transactions with ---------------------------------------- respect to the assets of a Master Portfolio the Fund held by a Selected Foreign Sub- Sub-custodian shall be effected pursuant to Proper Instructions from the Trust Company to the Bank and shall be effected in accordance with the applicable Foreign Sub- Sub-custodian Agreement. If at any time any Foreign Portfolio Securities shall be registered in the name of the nominee of the Selected Foreign Sub-custodian, the Trust Company agrees to hold any such nominee harmless from any liability by reason of the registration of such securities in the name of such nominee. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Securities received for the account of a Master Portfolio the Fund and delivery of Foreign Securities maintained for the account of a Master Portfolio the Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. In connection with any action to be taken with respect to the Foreign Securities held hereunder, including, without limitation, the exercise of any voting rights, subscription rights, redemption rights, exchange rights, conversion rights or tender rights, or any other action in connection with any other right, interest or privilege with respect to such Securities (collectively, the "Rights"), the Bank shall promptly transmit to the Trust Company or its investment adviser such information in connection therewith as is made available to the Bank by the Foreign Sub-custodian, and the Bank shall promptly forward to the applicable Foreign Sub-custodian any instructions, forms or certifications with respect to such Rights, and any instructions relating to the actions to be taken in connection therewith, as the Bank shall receive pursuant to Proper Instructions. The Bank agrees to use its best efforts to obtain and forward to the Trust Company or its designated agent, BGFAXxxxx Fargo Bank, information regarding Rights with respect to Foreign Securities held hereunder. Notwithstanding the foregoing, the Bank shall have no further duty or obligation with respect to such Rights, including, without limitation, the determination of whether a Master Portfolio the Fund is entitled to participate in such Rights under applicable U.S. and foreign laws, or the determination of whether any action proposed to be taken with respect to such Rights by the Master Portfolio Fund or by the applicable Foreign Sub-custodian will comply with all applicable terms and conditions of any such Rights or any applicable laws or regulations, or market practices within the market in which such action is to be taken or omitted.