The Sub. Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Sub-Custodian to reflect such payment and transfer for the account of the Fund. The Sub-Custodian shall transfer securities sold for the account of the Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Sub-Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall be maintained for the Fund by the Sub-Custodian or such an agent and be provided to the Fund at its request. The Sub-Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund on the next business day;
The Sub. Custodian shall have established a system to monitor at reasonable intervals (but at least annually) the appropriateness of maintaining the Fund's assets with each Eligible Foreign Custodian selected hereunder. The Sub-Custodian shall monitor the continuing appropriateness of placement of the Fund's assets in accordance with the criteria set forth above. The Sub-Custodian shall monitor the continuing performance of the contract governing the Fund's arrangements in accordance with the criteria set forth above.
The Sub. Adviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including reasonable attorneys' fees, which may be sustained as a result of the Sub-Adviser's willful misconduct, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws, or as a result of any untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto, or the omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager, the Portfolio, the Company or any affiliated person of the Manager, the Portfolio or the Company or upon verbal confirmation confirmed by the Sub-Adviser in writing, or to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the 1940 Act; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
The Sub. Advisor agrees to permit the Advisor and the Trust to use its name, along side the Advisor's name, in the Portfolio's name and in descriptions of the Portfolio, as these appear in the Trust's prospectus(es) and/or sales literature related to the Portfolio, provided, however, that the Advisor and the Trust shall cease such use of the Sub-Advisor's name in the event that this Agreement is terminated.
The Sub. Recipient shall notify the AAAPP immediately but no later than forty-eight (48) hours from the Sub- Recipient’s awareness or discovery of conditions that may materially affect the Sub-Recipient’s or Subcontractor’s ability to perform the services required to be performed under this contract. Such notice shall be made orally to the AAAPP (by telephone) with an email to immediately follow.
The Sub. Recipient shall execute Assurances as stated in the Assurances-Non-Construction Programs Attachment that it will not discriminate against any person in the provision of services or benefits under this contract or in employment because of age, race, religion, color, disability, national origin, marital status, or sex in compliance with state and federal law and regulations. The Sub-Recipient further assures that all Sub-Recipients, Subcontractors, Sub-grantees, or others with whom it arranges to provide services or benefits in connection with any of its programs and activities are not discriminating against clients or employees because of age, race, religion, color, disability, national origin, marital status, or sex.
The Sub. Adviser shall keep the Funds' books and records required to be maintained by it pursuant to paragraph 2(e) hereof. The Sub-Adviser agrees that all records which it maintains for each Fund is the property of the Fund and it will promptly surrender any of such records to the Fund upon the Fund's request, provided that the Sub-Adviser is permitted to retain copies of any records required for regulatory purposes. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records as are required to be maintained by the Adviser with respect to the Funds by Rule 31a-1 of the Commission under the 1940 Act. The Sub-Advisor will provide the auditors and inspectors of any Fund and the Advisor with reasonable access to any such books and records of the Funds during the Sub-Advisor's normal business hours.
The Sub. Adviser agrees to notify BEA and the Fund promptly of (i) any statement about the Sub-Adviser contained in the Fund's registration statement that becomes untrue in any material respect, (ii) any omission of a material fact about the Sub-Adviser in the Fund's registration statement which is required to be stated therein or necessary to make the statements contained therein not misleading, or (iii) any reorganization or change in the Sub-Adviser, including any change in its ownership or key employees.