AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor. (b) The [Transfer Agent/Index Receipt Agent] shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it. (c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 22 contracts
Samples: Authorized Participant Agreement (WEBs ETF Trust), Authorized Participant Agreement (Tortoise Capital Series Trust), Authorized Participant Agreement (Palmer Square Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], Agent or the Distributor, the Participant shall deliver to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, Agent a certificate in the format form of Attachment A Annex II to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may will be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Fund as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, Distributor and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], Agent and the Distributor. If Participant terminates or revokes authority of any Authorized Person, Participant shall promptly notify Distributor and Transfer Agent in writing about such fact.
(b) The [With respect to orders placed by phone, the Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsFund, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsFund, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds Fund shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, Agent and the Funds Distributor previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 7 contracts
Samples: Transfer Agency and Service Agreement (Capital Group Equity ETF Trust I), Transfer Agency and Service Agreement (Capital Group New Geography Equity ETF), Transfer Agency and Service Agreement (Capital Group Conservative Equity ETF)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 7 contracts
Samples: Agency Services Agreement (NETS Trust), Authorized Participant Agreement (Precidian ETFs Trust), Authorized Participant Agreement (FQF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], Agent or the Distributor, the Participant shall deliver to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, Agent a certificate in the format form of Attachment A Annex II to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may will be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Fund as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, Distributor and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], Agent and the Distributor. If Participant terminates or revokes authority of any Authorized Person, Participant shall promptly notify Distributor and Transfer Agent in writing about such fact.
(b) The [With respect to orders placed by phone, the Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsFund, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsFund, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Fund, or the Funds Fund shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, Agent and the Funds Distributor previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 6 contracts
Samples: Transfer Agency and Service Agreement (Capital Group Core Plus Income ETF), Transfer Agency and Service Agreement (Capital Group International Focus Equity ETF), Transfer Agency and Service Agreement (Capital Group Dividend Value ETF)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 6 contracts
Samples: Authorized Participant Agreement (Bitwise Funds Trust), Authorized Participant Agreement (DoubleLine ETF Trust), Authorized Participant Agreement (Putnam ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 5 contracts
Samples: Authorized Participant Agreement (Parnassus Income Funds), Authorized Participant Agreement (Investment Managers Series Trust II), Authorized Participant Agreement (Investment Managers Series Trust II)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) a. Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/.
b. The Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s the Participant becomes aware that its PIN Number is number has been compromised, the Participant it shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/.
c. The Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant previously submitted written notice as set forth in paragraph (a) of this section to revoke its PIN Number. The Index Receipt Agent shall not be required to verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], or and the Funds Trust shall be liable, liable (absent gross negligence, bad faith fraud or willful misconduct, ) for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 4 contracts
Samples: Authorized Participant Agreement (Manager Directed Portfolios), Authorized Participant Agreement (Listed Funds Trust), Authorized Participant Agreement (Manager Directed Portfolios)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Trust, Transfer Agent/Index Receipt Agent], with copies to the Distributor, and Distributor a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] , and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, to (or removed from, ) the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Trust, Transfer Agent/Index Receipt Agent], with a copy to the and Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributorreceipt.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (a “PIN NumberPIN”) by which (i) the Participant and such Authorized Person shall be identified and (ii) instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person shall be authenticated. The Participant and each Each Authorized Person shall keep his/her PIN Number confidential confidential, and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for the Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this sectionSection 9(a), the [Transfer Agent/Index Receipt Agent] agrees to Agent shall promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and or Orders given using a PIN Number and shall may assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because (e.g. they received from the Participant written notice as set forth in paragraph (aSection 9(a) of this section that such person is no longer authorized to act on behalf of Participant). The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust, or the Funds shall be liable, liable (absent gross negligence, bad faith faith, or willful misconduct, ) for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN NumberPIN, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this sectionSection 9(a). This paragraph (cSection 9(c) shall survive the termination of this Agreement.
Appears in 3 contracts
Samples: Authorized Participant Agreement (Investment Managers Series Trust III), Authorized Participant Agreement (Investment Managers Series Trust III), Authorized Participant Agreement (Fpa Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 3 contracts
Samples: Authorized Participant Agreement (RBB Fund, Inc.), Authorized Participant Agreement (Tidal ETF Trust II), Authorized Participant Agreement (Advisors Series Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorDistributor and Transfer Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex I hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of upon written notice from the Participant that an individual one or more individuals should be added to, or removed from, from the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Distributor and Transfer Agent and such notice shall be effective upon receipt by the Funds, the [Distributor and Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent or Distributor, as the case may be, shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Agent or Distributor, as the case may be. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Distributor promptly in writing in order for a new one to be issued. Upon issued and the Distributor agrees immediately to cancel the PIN Number assigned to an Authorized Person upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when from the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a that such person’s authority to act for itit has been terminated.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent or Distributor, as the case may be, has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. Neither the Distributor nor the Transfer Agent shall have any obligation to verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 2 contracts
Samples: Authorized Participant Agreement (John Hancock Exchange-Traded Fund Trust), Authorized Participant Agreement (Eaton Vance NextShares Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], Agent and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Authorized Participant Agreement (Madison ETFs Trust), Authorized Participant Agreement (Calamos ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Forum ETF Trust), Authorized Participant Agreement (Forum ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsTrust, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsTrust, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation be entitled to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, liable for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant reasonable prior written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Authorized Participant Agreement (Alger ETF Trust), Authorized Participant Agreement (Alger ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the such Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an the Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an for some reason, the Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 2 contracts
Samples: Authorized Participant Agreement, Authorized Participant Agreement (FlexShares Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) a. Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and with copy to the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/.
b. The Distributor or Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and/or Distributor and the [Transfer Agent/Index Receipt Agent]. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Distributor or Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/.
c. The Distributor or Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor or Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], or and the Funds Trust shall be liable, liable (absent gross negligence, bad faith fraud or willful misconduct, ) for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 2 contracts
Samples: Authorized Participant Agreement (FactorShares Trust), Authorized Participant Agreement (ETF Series Solutions)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her its PIN Number confidential and permit only those Authorized Persons who were issued a PIN Number shall to use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Persona Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Persona Participant’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person wants to change the PIN Number and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itrequests such cancellation.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Persona Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Authorized Participant Agreement (ETF Series Solutions), Authorized Participant Agreement (ETF Series Solutions)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itrequests such cancellation.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination or expiration of this Agreement.
Appears in 2 contracts
Samples: Authorized Participant Agreement (Esoterica Thematic ETF Trust), Authorized Participant Agreement (Guinness Atkinson Funds)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number User Code (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the DistributorDistributor and confirmation by the Transfer Agent/Index Receipt Agent to the Participant that the requested change has been implemented.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number username or code (“PIN NumberUser Code”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number User Code confidential and only those Authorized Persons who were issued a PIN Number User Code shall use such PIN Number User Code to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number User Code is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. Agent will notify the Participant when a new User Code is effective .. If an Authorized Person’s PIN Number User Code is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number User Code when the Participant adds an Authorized Person and shall promptly cancel a PIN Number User Code when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number User Code and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number User Code have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in that has become effective pursuant to paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN NumberUser Code, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in User Code that has become effective pursuant to paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Palmer Square Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex III hereto), duly certified as appropriate by the Participant’s 's Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement hereby or any other notice, request, or instruction on behalf of the ParticipantParticipant (each an "Authorized Person"). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Funds shall issue to each Authorized Person the Participant a unique personal identification number (“"PIN Number”") by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s the Participant's PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Person’s for some reason, the Participant's PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing fund immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s the Participant's PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s the Participant's PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (RevenueShares ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the ParticipantParticipant (each an “Authorized Person”). Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice (via e-mail is permissible) from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, Person or revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice (via e-mail is permissible) of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through a third-party platform (the “Order Entry System”) selected by the Transfer Agent/Index Receipt Agent] shall issue . The Participant and its Authorized Persons must establish their own credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to each such credentials to prevent persons other than Authorized Person Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) by which with the Participant and such Authorized Person shall be identified and instructions Order Entry System, any changes made to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person Participant’s trade desk settings shall be authenticatedrequire Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep his/her Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, on behalf of the Participant to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number by properly authenticated Authorized Persons per paragraph (b) of this section and shall assume that all instructions and Orders issued to it using an by a properly authenticated Authorized Person’s PIN Number Person have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust, or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined in Section 12(a), below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Transfer Agent, the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses incurred by the Participant as a result of the unauthorized use of Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number authority as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Manager Directed Portfolios)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) a. Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and with copy to the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Fund.
b. The Distributor or Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and/or Distributor and the [Transfer Agent/Index Receipt Agent]. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Distributor or Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/.
c. The Distributor or Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor or Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], or and the Funds Trust shall be liable, liable (absent gross negligence, bad faith fraud or willful misconduct, ) for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (TrimTabs ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her its PIN Number confidential and permit only those Authorized Persons who were issued a PIN Number shall to use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Persona Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Persona Participant’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person wants to change the PIN Number and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itrequests such cancellation.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Persona Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Salt Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex III hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Funds shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing fund immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itSEI generates PIN#).
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Ziegler Exchange Traded Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsTrust, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsTrust, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Gabelli ETFs Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Source ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsFund, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds Fund and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may will be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Fund as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsFund, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Fund and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsFund, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsFund, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsFund, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it. Upon the termination or revocation of authority of such Authorized Person by the Participant, the Participant shall give prompt written notice of such fact to the Distributor and Transfer Agent and such notice shall be effective upon receipt by the Distributor and Transfer Agent.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Fund previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (T. Rowe Price Exchange-Traded Funds, Inc.)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, Person or revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through a third-party platform (the “Order Entry System”) selected by the Index Receipt Agent] shall issue . The Participant and its Authorized Persons must establish their own login credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to each such credentials to prevent persons other than Authorized Person Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) by which with the Participant and such Authorized Person shall be identified and instructions Order Entry System, any changes made to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person Participant’s trade desk settings shall be authenticatedrequire Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep his/her Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, on behalf of the Participant to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number by properly authenticated Authorized Persons per paragraph (b) of this section and shall assume that all instructions and Orders issued to it using an by a properly authenticated Authorized Person’s PIN Number Person have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Index Receipt Agent, or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses incurred by the Participant as a result of the unauthorized use of a Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number authority as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Trust or Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Trust or Funds, with copies to the DistributorDistributor and Index Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementTrust or Funds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Trust or Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Trust or Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Trust or Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Distributor and Index Receipt Agent and such notice shall be effective upon receipt by the Trust or Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent with notice to the Distributor shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such an Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the an Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Agent with notice to the Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent with notice to the Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent or Distributor, as applicable, shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice has revoked such Authorized Person’s PIN Number. The Index Receipt Agent or Distributor, as set forth in paragraph (a) of this section applicable, shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (TrimTabs ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by any of the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the an Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Trust and the Funds shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Montage Managers Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such an Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the an Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Absolute Shares Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsTrust, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsTrust, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Engine No. 1 ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant (via email is permissible) that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the DistributorDistributor (via email is permissible), and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number as soon as reasonably practicable when the Participant adds an Authorized Person and shall promptly cancel a PIN Number as soon as reasonably practicable when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this sectionsection and the applicable party had reasonable time to act thereon. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Exchange Place Advisors Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be reasonably requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Distributor, with copies to the DistributorIndex Receipt Agent, a certificate in the format of Attachment A form attached as Annex II hereto or in a form otherwise acceptable to this Agreementthe Distributor, duly certified as appropriate by the Participant’s Secretary or other a duly authorized officer official of the Participant, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, Distributor and the [Transfer Agent/Index Receipt Agent] and the Funds Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, Distributor and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent]Distributor, with a copy to the DistributorIndex Receipt Agent, and such notice (which may be given via email) shall be effective upon acknowledged receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributorthereof.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such each Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the each Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a Each PIN Number shall use such be kept confidential by the Participant and the Authorized Person to whom it is issued. Participant agrees to keep each PIN Number confidential, provided that the Distributor acknowledges and agrees that certain employees of the Participant such as those who work in a legal, compliance, risk management or other supervisory role may have a reasonable need to identify himself/herself and know or may have incidental access to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributorone or more PIN Numbers. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If for any reason an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately via email in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized PersonPersons’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section that has revoked such person is no longer authorized to act on behalf of ParticipantAuthorized Person’s PIN Number. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith their fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number and such notice was affirmatively acknowledged as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreementaccepted.
Appears in 1 contract
Samples: Authorized Participant Agreement (NuShares ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsTrust, the [Transfer Agent/Index Receipt Agent], Agent or the Distributor, the Participant shall deliver to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsTrust, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination or expiration of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (AIM ETF Products Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsTrust, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsTrust, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation be entitled to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, liable for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the FundsTrust, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the FundsTrust, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Trust and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the FundsTrust, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Trust previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (American Century Etf Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s 's Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “"Authorized Person”") to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such written notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“"PIN Number”") by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s 's PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s 's PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s 's a person’s 's authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s 's PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s 's PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s 's PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (AB Active ETFs, Inc.)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Distributor, or the Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Distributor, with copies to the DistributorIndex Receipt Agent, a certificate in the format of Attachment A Annex I to this Agreement, duly certified by the Participant’s Secretary or other a duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] , and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent]Distributor, with a copy to the DistributorIndex Receipt Agent, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Distributor, and the Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Distributor, and Index Receipt Agent], and Distributor Agent issued by Participant through the an Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Distributor, and Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Person’s PIN Number is compromised, the Participant shall promptly contact the [Transfer Agent/Index Receipt Agent] promptly Distributor in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to Distributor will promptly issue a PIN Number when the Participant adds an Authorized Person and shall will promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, Person or revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), Person the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through a third-party platform (the “Order Entry System”) selected by the Index Receipt Agent] shall issue . The Participant and its Authorized Persons must establish their own login credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to each such login credentials to prevent persons other than Authorized Person Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) by which with the Participant and such Authorized Person shall be identified and instructions Order Entry System, any changes made to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person Participant’s trade desk settings shall be authenticatedrequire Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep his/her Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, on behalf of the Participant to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number by properly authenticated Authorized Persons per paragraph (b) of this section and shall assume that all instructions and Orders issued to it using an by a properly authenticated Authorized Person’s PIN Number Person have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined in Section 12(a), below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Index Receipt Agent, or the Company or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses incurred by the Participant as a result of the unauthorized use of a Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number authority as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Roundhill ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) a. Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate certificate.
b. The Distributor or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and/or Distributor and the [Transfer Agent/Index Receipt Agent]. If an Authorized Personthe Participant becomes aware that the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Distributor or Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/.
c. The Distributor or Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant previously submitted written notice as set forth in paragraph (a) of this section to revoke its PIN Number. The Distributor or Index Receipt Agent shall not be required to verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], or and the Funds Trust shall be liable, liable (absent gross negligence, bad faith fraud or willful misconduct, ) for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Compass EMP Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be reasonably requested in writing by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of other notice (whether written notice or oral) from the Participant that an individual one or more individuals should be added to, or removed from, from the certificate, in which case the Distributor and the Trust will promptly add or remove such name. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt written notice notice, including by electronic mail, of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], . The Distributor and the DistributorFunds shall promptly revoke access of such Authorized Person to the electronic entry systems through which Purchase Orders and Redemption Orders are submitted by such person on behalf of the Participant.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the such Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an the Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an for some reason, the Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon The Distributor agrees promptly to cancel the PIN Number assigned to an Authorized Person upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when from the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a that such person’s authority to act for itit has been terminated.
(c) The [Transfer Agent/To the extent that any instructions issued to the Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given Agent using a the PIN Number are reasonably believed by the Index Receipt Agent to be genuine and given by a party authorized hereunder, the Index Receipt Agent shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor Agent has actual knowledge or should reasonably have had actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent fraud, gross negligence, bad faith negligence or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Pacer Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number reasonably prior to the transmittal of such Order, as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Elevation Series Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, Person or revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through a third-party platform (the “Order Entry System”) selected by the Transfer Agent/Index Receipt Agent] shall issue . The Participant and its Authorized Persons must establish their own login credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to each such login credentials to prevent persons other than Authorized Person Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) by which with the Participant and such Authorized Person shall be identified and instructions Order Entry System, any changes made to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person Participant’s trade desk settings shall be authenticatedrequire Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep his/her Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, on behalf of the Participant to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number by properly authenticated Authorized Persons per paragraph (b) of this section and shall assume that all instructions and Orders issued to it using an by a properly authenticated Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Transfer Agent, or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses incurred by the Participant as a result of the unauthorized use of Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from the Participant written notice to revoke such Authorized Person’s PIN Number authority as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Trust or Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Trust or Funds, with copies to the DistributorDistributor and Index Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementTrust or Funds (see Annex I hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Trust or Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Trust or Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Trust or Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Distributor and Index Receipt Agent and such notice shall be effective upon receipt by the Trust or Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent with notice to the Distributor shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such an Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the an Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Agent with notice to the Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent with notice to the Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent or Distributor, as applicable, shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have Agent has actual knowledge to the contrary because they received from or the Participant written notice has revoked such Authorized Person’s PIN Number. The Index Receipt Agent or Distributor, as set forth in paragraph (a) of this section applicable, shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Exchange Listed Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorTransfer Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Transfer Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.. DRAFT
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person on behalf of Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (ETFis Series Trust I)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be reasonably requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A B to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer person of the Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the ParticipantParticipant (each an “Authorized Person”). Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice (via e-mail is permissible) from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice (via e-mail is permissible) of such fact to the Funds Funds, and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her its PIN Number confidential and permit only those Authorized Persons who were issued a PIN Number shall to use such PIN Number to identify himself/herself and to submit instructions for the Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor; provided that the Funds, the Transfer Agent, and the Distributor acknowledge and agree that certain employees of the Participant, such as those who work in legal, compliance, risk management, or other supervisory roles may have a reasonable need to know or may have incidental access to one or more PIN Numbers. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Personthe Participant’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] , as promptly as practicable under the circumstances, in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this sectionSection 8, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person wants to change the PIN Number and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itrequests such cancellation.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a an Authorized Person’s PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless (i) the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section Section 8 that such person is no longer authorized to act on behalf of Participant. Participant or (ii) the Transfer Agent has received from the Participant written notice as set forth in paragraph (b) of this Section 8 that such PIN Number is compromised.
(d) The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined in Section 12(a), below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], the Distributor, and the Funds previously received from the Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this sectionSection 8. This paragraph (cd) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Dynamic Shares Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. [The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. .] This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (DriveWealth ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant, and had a reasonable time to act on such notice. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section, and the applicable party had a reasonable time to act on such notice. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Cohen & Steers ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificatecertificate as well as a reasonable period to act thereon. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the DistributorDistributor and a reasonable period to act thereon.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her its PIN Number confidential and permit only those Authorized Persons who were issued a PIN Number shall to use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Persona Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Persona Participant’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person wants to change the PIN Number and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itrequests such cancellation.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Persona Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of the Participant, setting forth the names and signatures of all persons authorized by the Participant (each each, an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and the Distributor issued by the Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for the Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and the Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from the Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent]Agent , or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Agent , with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent]Agent , with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent]Agent , and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent]Agent , and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent]Agent , and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent]Agent , or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent]Agent , Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributorneeded, the Participant shall deliver to the Funds and Distributor and/or the [Transfer Agent/Index Receipt Agent], with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementDistributor and/or the Transfer Agent (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (ETF Series Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person on behalf of Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Renaissance Capital Greenwich Funds)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the Distributor, or the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the Distributor, with copies to the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A Annex I to this Agreement, duly certified by the Participant’s Secretary or other a duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] ], and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the Distributor, with a copy to the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, Distributor, and [Transfer Agent/Index Receipt Agent], and Distributor ] issued by Participant through the an Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, Distributor, and [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Person’s PIN Number is compromised, the Participant shall promptly contact the [Transfer Agent/Index Receipt Agent] promptly Distributor in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to Distributor will promptly issue a PIN Number when the Participant adds an Authorized Person and shall will promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (ETF Opportunities Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) a. Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate certificate.
b. The Distributor or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and/or Distributor and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s the Participant becomes aware that its PIN Number is number has been compromised, the Participant it shall contact the [Transfer Agent/Distributor or Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/.
c. The Distributor or Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant previously submitted written notice as set forth in paragraph (a) of this section to revoke its PIN Number. The Distributor or Index Receipt Agent shall not be required to verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], or and the Funds Trust shall be liable, liable (absent gross negligence, bad faith fraud or willful misconduct, ) for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Alpha Architect ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be determined by the Participant or as requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, from the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor. Whenever the Participant wants to add an Authorized Person, a new certificate is required.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant reasonably in advance of the issuance of any such instruction written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant reasonably in advance of the issuance of any such instruction written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Precidian ETFs Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this AgreementAgreement and the acceptance thereof by the Custodian, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorTransfer Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Custodian and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Custodian and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Exchange Traded Concepts Trust II)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be reasonably requested in writing by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of other notice (whether written notice or oral) from the Participant that an individual one or more individuals should be added to, or removed from, from the certificate, in which case the Distributor and the Trust will promptly add or remove such name. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt written notice notice, including by electronic mail, of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], . The Distributor and the DistributorFunds shall promptly revoke access of such Authorized Person to the electronic entry systems through which Purchase Orders and Redemption Orders are submitted by such person on behalf of the Participant.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the each Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Particpant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon The Distributor agrees promptly to cancel the PIN Number assigned to the Particpant upon receipt of written notice as set forth in paragraph (a) of this section, from the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for itParticipant.
(c) The [Transfer Agent/To the extent that any instructions issued to the Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given Agent using a the PIN Number are reasonably believed by the Index Receipt Agent to be genuine and given by a party authorized hereunder, the Index Receipt Agent shall assume that all instructions and Orders issued to it using an Authorized Personthe Particpant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor Agent has actual knowledge or should reasonably have had actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked the Participants’s PIN Number. The Index Receipt Agent shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent fraud, gross negligence, bad faith negligence or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Persona Particpants’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Pacer Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A B to this Agreement, duly certified by the Participant’s 's Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “"Authorized Person”") to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“"PIN Number”") by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s 's PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s 's PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s 's a person’s 's authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s 's PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s 's PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s 's PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Davis Fundamental ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, Person or revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through a third-party platform (the “Order Entry System”) selected by the Transfer Agent/Index Receipt Agent] shall issue . The Participant and its Authorized Persons must establish their own login credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to each such credentials to prevent persons other than Authorized Person Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) by which with the Participant and such Authorized Person shall be identified and instructions Order Entry System, any changes made to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person Participant’s trade desk settings shall be authenticatedrequire Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep his/her Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, on behalf of the Participant to the Funds, [Transfer Agent/Index Receipt Transfer Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number by properly authenticated Authorized Persons per paragraph (b) of this section and shall assume that all instructions and Orders issued to it using an by a properly authenticated Authorized Person’s PIN Number Person have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Transfer Agent, or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses incurred by the Participant as a result of the unauthorized use of a Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number authority as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Stone Ridge Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], Agent or the Distributor, the Participant shall deliver to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, Agent a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, Distributor and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], Agent and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the FundsTrust, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, Agent and the Funds Distributor previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Dimensional ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], Trust or the DistributorDistributor or their designees, the Participant shall deliver to the Funds Distributor and the [Transfer Agent/Index Receipt Agent]Trust or their designees, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementDistributor (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Funds and Index Receipt Agent] and the Funds Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, Distributor and the [Transfer Agent/Index Receipt Agent] Trust of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds Distributor and the [Transfer Agent/Index Receipt Agent], Trust with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], Distributor and the DistributorTrust.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of accordance with this Agreement.
Appears in 1 contract
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, Person or revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through a third-party platform (the “Order Entry System”) selected by the Index Receipt Agent] shall issue . The Participant and its Authorized Persons must establish their own credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to each such credentials to prevent persons other than Authorized Person Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) by which with the Participant and such Authorized Person shall be identified and instructions Order Entry System, any changes made to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person Participant’s trade desk settings shall be authenticatedrequire Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep his/her Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, on behalf of the Participant to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number by properly authenticated Authorized Persons per paragraph (b) of this section and shall assume that all instructions and Orders issued to it using an by a properly authenticated Authorized Person’s PIN Number Person have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Index Receipt Agent, or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses incurred by the Participant as a result of the unauthorized use of a Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number authority as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Hennessy Funds Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorTransfer Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Transfer Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person of the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person on behalf of Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Virtus ETF Trust II)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer person of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], Agent and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Calamos ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an Authorized Person, or change or cancel a PIN Number (as defined below)such Authorize d Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person the Participant a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Personthe Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Personfor some reason, the Participant’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Personthe Participant’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Personthe Participant’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Direxion Shares ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may will be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Agent shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s PIN Number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Authorized Participant Agreement (Harbor ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorTransfer Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Transfer Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by Participant through the Authorized Person on behalf of the Participant hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If for some reason, an Authorized Person’s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked such Authorized Person’s PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
Appears in 1 contract
Samples: Authorized Participant Agreement (Horizons ETF Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s ’ s Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement hereby or any other notice, request, or instruction on behalf of the ParticipantParticipant (each an “ Authorized Person” ). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt immediate written notice of such fact to the Funds and the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, Index Receipt Agent and such notice shall be effective upon receipt by the Funds, the [Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person the Participant a unique personal identification number (““ PIN Number”” ) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s the Participant’ s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Person’s for some reason, the Participant’ s PIN Number number is compromised, the Participant shall contact the [Transfer Agent/Index Receipt Agent] promptly in writing Distributor immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s the Participant’ s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant written notice as set forth in paragraph (a) of this section has revoked its PIN Number. The Distributor shall not verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or Agent and the Funds Trust shall not be liable, absent gross negligence, bad faith fraud or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s the Participant’ s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
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Samples: Authorized Participant Agreement (FocusShares Trust)
AUTHORIZED PERSONS OF THE PARTICIPANT. (a) Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the [Distributor, or the Transfer Agent/Index Receipt Agent], or the Distributor, the Participant shall deliver to the Funds and the [Distributor, with copies to the Transfer Agent/Index Receipt Agent], with copies to the Distributor, a certificate in the format of Attachment A Annex I to this Agreement, duly certified by the Participant’s Secretary or other a duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] , and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number (as defined below), the Participant shall give prompt written notice of such fact to the Funds and the [Distributor, with a copy to the Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the [Distributor, and the Transfer Agent/Index Receipt Agent], and the Distributor.
(b) The [Transfer Agent/Index Receipt Agent] Distributor shall issue to each Authorized Person a unique personal identification number (“PIN Number”) by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Distributor, and Transfer Agent/Index Receipt Agent], and Distributor Agent issued by Participant through the an Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, [Distributor, and Transfer Agent/Index Receipt Agent], and Distributor. If an Authorized Person’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the [Transfer Agent/Index Receipt Agent]Distributor. If an Authorized Person’s PIN Number is compromised, the Participant shall promptly contact the [Transfer Agent/Index Receipt Agent] promptly Distributor in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/Index Receipt Agent] agrees to Distributor will promptly issue a PIN Number when the Participant adds an Authorized Person and shall will promptly cancel a PIN Number when the Participant revoke’s revokes a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Person’s PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the [Transfer Agent/Index Receipt Agent], or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Person’s PIN Number as set forth in paragraph (a) of this section. The Transfer Agent/Index Receipt Agent shall not be liable for any Losses incurred by the Participant as a result of the unauthorized use of a PIN Number. This paragraph (c) shall survive the termination of this Agreement.
(d) For the purposes of this Section 8, written notice via email shall permissible and shall be deemed to have been received by a party as follows: upon transmission of such email to the applicable party at the email address set forth in such party’s signatory block of this Agreement.
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AUTHORIZED PERSONS OF THE PARTICIPANT. (a) a. Concurrently with the execution of this Agreement, Agreement and from time to time thereafter as may be requested by the Funds, the [Transfer Agent/Index Receipt Agent], or the DistributorFunds in writing, the Participant shall deliver to the Funds and the [Transfer Agent/Index Receipt Agent]Funds, with copies to the DistributorIndex Receipt Agent, a certificate in a form approved by the format of Attachment A to this AgreementFunds (see Annex II hereto), duly certified as appropriate by the Participant’s 's Secretary or other duly authorized officer of Participantofficial, setting forth the names and signatures of all persons authorized by to give instructions relating to any activity contemplated hereby or any other notice, request, or instruction on behalf of the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant"). Such certificate may be accepted and relied upon by the Distributor, the [Transfer Agent/Index Receipt Agent] Distributor and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by delivery to the Funds, the Distributor, and the [Transfer Agent/Index Receipt Agent] Funds of a superseding certificate bearing a subsequent date or of written other notice from the Participant that an individual one or more individuals should be added to, or removed fromfrom the certificate, in which case the Distributor, the certificateIndex Receipt Agent and the Funds will promptly add or remove such name or names. Whenever Upon the Participant wants to add an Authorized Person, revoke the termination or revocation of authority of an such Authorized Person, or change or cancel a PIN Number (as defined below)Person by the Participant, the Participant shall give prompt written notice notice, including, but not limited to, electronic mail, of such fact to the Funds and with copy to the [Transfer Agent/Index Receipt Agent], with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds. The Distributor, the [Transfer Agent/Index Receipt Agent], Agent and the DistributorFunds shall promptly revoke access of such previously Authorized Person to the electronic entry systems through which Orders are submitted by such person on behalf of the Participant.
(b) b. The [Transfer Agent/Distributor or Index Receipt Agent] Agent shall issue to each Authorized Person the Participant a unique personal identification number (“"PIN Number”") by which the Participant and such Authorized Person shall be identified and instructions to the Funds, [Transfer Agent/Index Receipt Agent], and Distributor issued by the Participant through the Authorized Person hereunder shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number be kept confidential and provided to identify himself/herself and to submit instructions for Participant, to the Funds, [Transfer Agent/Index Receipt Agent], and DistributorAuthorized Persons only. If an Authorized Person’s the Participant's PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and/or Distributor and the [Transfer Agent/Index Receipt Agent]. If an Authorized Person’s the Participant becomes aware that its PIN Number is has been compromised, the Participant it shall contact the [Transfer Agent/Distributor or Index Receipt Agent] promptly in writing Agent immediately in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph (a) of this section, the [Transfer Agent/.
c. The Distributor or Index Receipt Agent] agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revoke’s a person’s authority to act for it.
(c) The [Transfer Agent/Index Receipt Agent] and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and Agent shall assume that all instructions and Orders issued to it using an Authorized Person’s the Participant's PIN Number have been properly placed, unless the [Transfer Agent/Index Receipt Agent] and Distributor have has actual knowledge to the contrary because they received from or the Participant previously submitted written notice as set forth in paragraph (a) to revoke its PIN Number. Beyond the validation of this section the PIN Number, the Distributor or Index Receipt Agent shall not be required to verify that such person an Order is no longer authorized to act being placed by or on behalf of the Participant. The Participant agrees that none None of the Distributor, the [Transfer Agent/Index Receipt Agent], or and the Funds Company shall be liable, liable (absent gross negligence, bad faith fraud or willful misconduct, misconduct by them or their agents or employees) for Losses (as defined below) losses incurred by the Participant as a result of the unauthorized use of an Authorized Person’s the Participant's PIN Number, unless the [Transfer Agent/Index Receipt Agent], Distributor, and the Funds Participant previously received from Participant submitted written notice to revoke such Authorized Person’s its PIN Number as set forth in paragraph (a) of this section. This paragraph (c) shall survive the termination of this AgreementNumber.
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