EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents. (b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting. (c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 7 contracts
Samples: Authorized Participant Agreement, Agency Services Agreement (NETS Trust), Authorized Participant Agreement (FlexShares Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Fund Documents. Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant agrees understands that a Creation Unit generally will not be issued until the Distributor requisite cash and/or the designated basket of securities (the “Deposit Securities”), as well as applicable Transaction Fee and Taxes (as defined below) are transferred to the Trust have and reserve on or before the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, settlement date in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 2 contracts
Samples: Authorized Participant Agreement (Putnam ETF Trust), Authorized Participant Agreement (Putnam ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and this Agreement (which includes the procedures as described in the AP HandbookProcedures). Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Transfer Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation UnitsUnits provided that the Participant may reasonably request that the Distributor, or Trust, as applicable, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the Trust’s usual document retention policy to the Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, to the extent legally permitted to do so, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. The Funds reserve Trust reserves the right to revise the Procedures or issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the agrees to provide reasonable prior notice of all such amendments and new procedures to Participant. The Participant agrees to comply with such procedures as may be issued from time to time, including but not limited subject to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbookhaving received reasonable prior notice of such. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall shall, once accepted by the Transfer Agent be irrevocable, unless the Distributor, Transfer Agent and the Trust agree otherwise, and that the Funds Trust (or the Distributor or Transfer Agent on behalf of the Funds) Funds each reserve the right to reject any Purchase Order or Redemption Order until the trade is accepted by the Trust (or the Distributor or Transfer Agent on behalf of the Trust) in accordance with the terms of the Fund Documents. The Participant agrees that the Trust, the Distributor and the Transfer Agent on behalf of the Trust have and reserve the right, in their sole discretion without noticeand upon as much prior notice to the Participant as they can reasonably provide, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents. Notwithstanding the foregoing, if the Distributor, Transfer Agent or the Trust rejects a Purchase Order or a Redemption Order or suspends sales of Fund Shares, the Distributor shall notify the Participant thereof as soon as reasonably practicable.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should should, in accordance with the terms of the instrument or corporate action and the industry custom in the applicable market have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be should, in accordance with the terms of the instrument or corporate action and the industry custom in the applicable market, have been paid to the Fund. If, however, the Fund so reduces the amount of money or other proceeds due to the Participant, the Participant shall not be required to return to such Fund any dividend, distribution or other corporate action paid to it, equal to the amount so reduced by such Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or Participant. With respect to any party for which it is acting.
(c) When making a Redemption Purchase Order, the Participant understands Distributor and the Trust each agrees that in the event Fund Shares are not transferred Participant is entitled to reduce the amount of money or other proceeds due to the Fund Trust by an amount equal to any dividend, distribution or other corporate action that has been paid or credited to the Trust or any of the Funds that, based on the value of such Deposit Security at the time of transfer, should, in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund instrument or corporate action and the industry custom in the applicable market, have been paid to the Participant. If, however, the Participant will be solely responsible for all costs and losses and fees incurred by so reduces the amount of money or other proceeds due to the Trust or the Fund, as applicable, then the Index Receipt Agent Trust or the Distributor related Fund, as applicable, shall not be required to such rejected Redemption Orderreturn to the Participant any dividend, distribution or other corporate action paid to it, equal to the amount so reduced.
(c) The Participant understands that a Creation Unit will not be issued until the requisite cash and/or Deposit Securities, as applicable, Transaction Fees and Taxes (as defined below) are transferred to the Trust on or before the settlement date in accordance with the Prospectus and in accordance with any instructions provided by the Trust and/or the Custodian with respect to cash payments, delivery and settlement.
Appears in 2 contracts
Samples: Authorized Participant Agreement (John Hancock Exchange-Traded Fund Trust), Authorized Participant Agreement (Eaton Vance NextShares Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders orders for the purchase or redemption of Creation Units shall be made handled by each party hereto in accordance with the terms of the Fund Documents Prospectus and the procedures as described in the AP HandbookAttachment A to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that In the phone lines used in connection with event the purchase and redemption procedures include the use of Creation Unitsrecorded telephone lines, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitssuch use. The Funds reserve Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, Units and the Participant Participant, the Principal Underwriter and the Transfer Agent each agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures Fresco'sm' Cash Collateral Settlement Procedures that are referenced in the AP HandbookAttachment A to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that delivery of a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Principal Underwriter and the Distributor Transfer Agent, on behalf of the Funds) Trust, each reserve the right to reject any Purchase Order or until the trade is released as "good" as described in Attachment A and any Redemption Order that is not in accordance with "proper form" as defined in the terms of the Fund DocumentsProspectus. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) to return to a Fund the Trust any dividend, distribution, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that a Fund the Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, distribution or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund the Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, distribution or other corporate action paid to the Fund Trust in respect of any Deposit Security that is transferred to the Fund Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 2 contracts
Samples: Participant Agreement (Fresco Index Shares Funds), Participant Agreement (Fresco Index Shares Funds)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Index Receipt Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund in accordance with close of business on the terms of first business day following the Fund DocumentsContractual Settlement Date for such Purchase Order or Redemption Order, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, (i) delivers to the Index Receipt Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less that 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Index Receipt Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 2 contracts
Samples: Authorized Participant Agreement (Absolute Shares Trust), Authorized Participant Agreement (Renaissance Capital Greenwich Funds)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to without limitation, the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Index Receipt Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund in accordance with close of business on the terms of first business day following the Fund DocumentsContractual Settlement Date for such Purchase Order or Redemption Order, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, (i) delivers to the Index Receipt Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less that 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Index Receipt Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 2 contracts
Samples: Authorized Participant Agreement (Forum ETF Trust), Transfer Agency and Service Agreement (Forum ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Javelin Exchange-Traded Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of procedures set forth in the Fund Documents and the procedures as described in the AP HandbookDocuments. Each party hereto agrees to comply with the provisions of such documents the Fund Documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the The Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation UnitsUnits of any Fund, and the Participant agrees to comply with such procedures as may be issued from time to time, time (including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook), provided that any such amendments are disclosed to the Participant. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocableirrevocable once accepted, and that the Funds (or the Distributor Distributor, on behalf of the Funds) reserve , reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor Distributor, on behalf of the Funds, has and the Trust have and reserve reserves the right, in their its sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. .
(c) With respect to any Purchase Order, the Distributor agrees to cause the Trust’s custodian (“Custodian”), on behalf of each Fund acknowledges and agrees Fund, to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the a Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption . With respect to any Purchase Order, the Participant understands Distributor, on behalf of each Fund, also acknowledges and agrees that the Participant shall be entitled to reduce the amount of the cash component due to a Fund by an amount equal to any dividend, distribution or other corporate action to be paid to it in the event Fund Shares are not respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant.
(d) In the event that the basket of Deposit Securities to be delivered by the Participant in accordance connection with any Purchase Order or the terms basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order is missing some of the Fund Documents, required securities on the date on which such Purchase Order or Redemption Order may be rejected by is scheduled to settle with respect to any Fund (the “Contractual Settlement Date”), the Distributor and the Index Receipt Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that the Participant, on or prior to the close of business on the first day the Fund and is open for business following the Participant will be solely responsible Contractual Settlement Date for all costs and losses and fees incurred by the Fundsuch Purchase Order or Redemption Order, (i) delivers to the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Fund (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), the Cash Component required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less than 110% of the market value of the missing securities, or (ii) delivers to the Fund through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Fund) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Distributor related or the Index Receipt Agent to complete any such rejected Purchase Order or Redemption OrderOrder on behalf of the Fund unless and until the Participant fully complies with the requirements of this Section 2(d), as determined by the Distributor or the Index Receipt Agent in its sole discretion. For the avoidance of doubt, the Participant shall be notified pursuant to the terms of this Agreement of any modification to the Participant’s ability to engage in cash in lieu transactions.
Appears in 1 contract
Samples: Authorized Participant Agreement (NuShares ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents Prospectus and the procedures as described in the AP HandbookAnnex II to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with by the purchase and redemption of Creation Units, which includes use by ETT Shares' telephone representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitsthese representatives. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund ETT Shares cash collateral settlement procedures that are referenced in the AP HandbookAnnex II to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that delivery of a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order until the trade is properly released as described in accordance with the terms of the Fund DocumentsAnnex II. The Participant agrees that the Distributor has and the Trust have and reserve reserves the right, in their its sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund ETT Shares, in accordance with the terms of the Fund Documentsat anytime.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Exchange Traded Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party Party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security Instrument that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security Instrument at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security Instrument that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security Instrument at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security Instrument that is transferred to the Fund that, based on the valuation of such Deposit Security Instrument at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in Funding accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (ETF Series Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Index Receipt Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund in accordance with close of business on the terms of first business day following the Fund DocumentsContractual Settlement Date for such Purchase Order or Redemption Order, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, (i) delivers to the Index Receipt Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less than 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Index Receipt Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 1 contract
Samples: Authorized Participant Agreement (Source ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Transfer Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.. DRAFT
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Transfer Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund close of business on the first business day following the Contractual Settlement Date for such Purchase Order or Redemption Order, (i) delivers to the Transfer Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the terms of the Fund Documents, such Redemption Order may be rejected delivery instructions provided by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Transfer Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less that 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Transfer Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Transfer Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption Order.Order unless and until the Participant fully complies with the requirements of this Section 2(c). DRAFT
Appears in 1 contract
Samples: Authorized Participant Agreement (ETFis Series Trust I)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments hereto. The Participant and the procedures as described in the AP Handbook. Each party hereto Distributor each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party's usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Fund Documents. Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant agrees acknowledges that upon submission, an Order shall be irrevocable and that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, right to reject a Purchase Order or Redemption an Order or suspend sales of Fund Shares, Shares in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it it, or to the a party for which it is acting acting, in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the The Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant Participant, or any party for which it is acting acting, by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant Participant, or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred will be returned to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption OrderParticipant.
Appears in 1 contract
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Fund reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsDocuments and the terms of this Agreement. With respect to Purchase Orders, the Participant further acknowledges and agrees that the Purchase Order may be rejected by the Funds or the Distributor if there is insufficient Quota available to complete the order.
(b) With respect Nothing contained herein shall be deemed to any Redemption Orderrequire the Trust or the Distributor, or the Participant acknowledges and agrees Index Receipt Agent on behalf of itself the Trust, to complete any Purchase Order or Redemption Order unless and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or until the Participant has delivered to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees Index Receipt Agent on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent) an amount of money cash equal to [108]% (or such other proceeds due percentage as may be agreed from time to time by the Participant or any party for which it is acting and the Distributor and accepted by an amount equal the Index Receipt Agent) of the net asset value of the Fund prior to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based 5:30 p.m. ET on the valuation business day immediately preceding the relevant trade day. The Fund may at any time use such collateral to purchase securities as may become necessary in the sole discretion of such Deposit Security at the time Trust or the Index Receipt Agent on behalf of transfer, should be paid to the FundTrust. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the The Participant understands and agrees that in the event Fund Shares are collateral is not fully transferred to the Fund in accordance with Trust by the terms of the Fund Documentstime specified, such a Purchase Order or Redemption Order may be rejected cancelled by the Fund Trust and the Participant will be solely responsible for any and all expenses and costs and losses and fees incurred by the Fund, Distributor and the Index Receipt Agent or the Distributor related to such the cancelled order.
(c) Once the Participant has submitted an order for Creation Units it will receive an acknowledgement of the order. The final notification of acceptance to the Participant will depend on (as relevant) the cash subscription proceeds being paid in sufficient time to complete the order, the Fund having access to sufficient RQFII quota available to complete the order, and the ability of the Fund to buy or sell the underlying assets. For Creation Orders, on the business day immediately preceding the relevant trade day, the Index Receipt Agent will either confirm to the Participant that the order has been accepted by the Fund or notify the Participant that the order has been rejected Redemption Orderby the Fund.
Appears in 1 contract
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Creation Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase creation and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase creation and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing creating or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Creation Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Creation Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Creation Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Creation Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Precidian ETFs Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund ETF Documents and the procedures as described in the AP HandbookAnnex II to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with by the purchase and redemption of Creation UnitsETF Shares’ telephone representatives, which includes use by include representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitsthese representatives. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund ETF Shares cash collateral settlement procedures that are referenced in the AP HandbookAnnex II to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that acceptance of a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order until the trade is properly released as described in accordance with the terms of the Fund DocumentsAnnex II. The Participant agrees that the Distributor has and the Trust have and reserve reserves the right, in their its sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund ETF Shares, in accordance with the terms of the Fund Documentsat anytime.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund DocumentsFund, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (FocusShares Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms procedures for Orders set forth in the Prospectus, as may be amended from time to time in the sole discretion of the Fund Documents Company and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation UnitsProspectus, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recordedthis Agreement, and the laws, rules, and regulations that are applicable to it in its role under this Agreement. If there is a conflict between the terms of the Prospectus and the terms of this Agreement, the terms of the current Prospectus control. The Authorized Participant hereby consents Handbook, which is included as Attachment B may be supplemented or amended from time to time in the sole discretion of the Transfer Agent, provided that the Transfer Agent will deliver such amended Handbook 60 days prior to the recording of all calls in connection with the purchase and redemption of Creation Unitsdate at which such amended Handbook becomes effective. The Funds reserve Company reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, Units and the Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited upon reasonable notice thereof.
(b) Phone lines used in connection with Orders will be recorded. The Participant hereby consents to the Fund Shares cash collateral settlement procedures recording of all calls in connection with the Orders, provided that are referenced the Participant may reasonably request that the recording party promptly provide to the Participant copies of recordings of any such calls, which have been retained in accordance with the AP Handbookrecording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant acknowledges and agrees on behalf that delivery of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Company, Transfer Agent and the Distributor on behalf of the Funds) each reserve the right to reject any Order for any reason.
(d) The Participant understands that a Creation Unit generally will not be issued until the requisite cash (the “Cash Component” as described in the Prospectus) and/or the designated basket of securities (for Purchase Order Orders, the “Deposit Securities” for Redemption Orders the “Fund Securities”), as well as applicable Transaction Fee (as described in the Prospectus) and Taxes (as defined below) are transferred to the Fund on or Redemption Order before the settlement date in accordance with the terms of the Fund DocumentsProspectus. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, All references to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents“cash” shall refer to U.S. Dollars.
(be) With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting to return to a the Fund any dividend, distributioninterest, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should should, in accordance with the terms of the instrument or corporate action and industry custom in the applicable market, have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a that, alternatively, the Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distributioninterest, distribution or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund the Transfer Agent, on behalf of the Fund, acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distributioninterest, distribution or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Ordershould, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documentsinstrument or corporate action and industry custom in the applicable market, such Redemption Order may be rejected by have been paid to the Participant. Likewise, with respect to any Purchase Order, the Participant acknowledges and agrees to return to the Fund and any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Participant will be solely responsible for all costs that, based on the valuation of such Deposit Security at the time of transfer, should, in accordance with the terms of the instrument or corporate action and losses and fees incurred by industry custom in the applicable market, have been paid to the Fund. With respect to any Purchase Order, the Transfer Agent, on behalf of the Fund, also acknowledges and agrees that the Index Receipt Agent Participant is entitled to reduce the amount of money or other proceeds due to the Distributor related Fund by an amount equal to any dividend, interest, distribution or other corporate action to be paid to it in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such rejected Redemption OrderDeposit Security at the time of transfer, should be paid to the Participant.
Appears in 1 contract
Samples: Authorized Participant Agreement (T. Rowe Price Exchange-Traded Funds, Inc.)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund ETT Documents and the procedures as described in the AP HandbookAnnex II to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with by the purchase and redemption of Creation UnitsETT Shares’ telephone representatives, which includes use by include representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitsthese representatives. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund ETT Shares cash collateral settlement procedures that are referenced in the AP HandbookAnnex II to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that acceptance of a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order until the trade is properly released as described in accordance with the terms of the Fund DocumentsAnnex II. The Participant agrees that the Distributor has and the Trust have and reserve reserves the right, in their its sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund ETT Shares, in accordance with the terms of the Fund Documentsat anytime.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund DocumentsFund, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Ziegler Exchange Traded Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party Party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent Custodian or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Custodian agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund close of business on the first business day following the Contractual Settlement Date for such Purchase Order or Redemption Order, (i) delivers to the Custodian or the Distributor, as applicable, on behalf of the Trust (in accordance with the terms delivery instructions provided by the Custodian or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less that 110% of the Fund Documentsmarket value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Custodian or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, (i) nothing contained herein shall be deemed to require the Trust or the Distributor or the Custodian on behalf of the Trust to complete any such Purchase Order or Redemption Order unless and until the Participant fully complies with the requirements of this Section 2(c) and (ii) if the Distributor, the Trust or the Custodian determine to treat a Purchase Order or Redemption Order as a failed trade or failed settlement due to the Participant’s failure to fully comply with the requirements of this Section 2(c), then a Purchase Order or Redemption Order may be rejected cancelled by the Fund and Trust and, unless such failure is due solely to an error (such as delivery of incorrect settlement instructions) by or the gross negligence or willful misconduct of the Custodian, the Trust or the Distributor, the Participant will be solely responsible for all customary expenses and costs and losses and fees incurred by the Fund, the Index Receipt Agent or Trust and/or the Distributor related to such rejected Redemption the cancelled Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Exchange Traded Concepts Trust II)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption Orders, provided that the Participant may reasonably request that the recording party promptly provide to the Participant copies of Creation Unitsrecordings of any such calls, which have been retained in accordance with the recording party’s usual document retention policy. The Funds reserve If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. do so.
(c) The Participant acknowledges and agrees on behalf that delivery of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Trust, Transfer Agent and the Distributor on behalf of the Funds) Funds each reserve the right to reject any Purchase Order for any reason.
(d) The Participant understands that a Creation Unit generally will not be issued until the requisite cash (the “Cash Component”) and/or the designated basket of securities (the “Deposit Securities”), as well as applicable Transaction Fee and taxes are transferred to the Trust on or Redemption Order before the settlement date in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsProspectus.
(be) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it it, or to the a party for which it is acting acting, in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the The Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant Participant, or any party for which it is acting acting, by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant Participant, or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred will be returned to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption OrderParticipant.
Appears in 1 contract
Samples: Authorized Participant Agreement (American Century Etf Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its respective role under this Agreement. It If there is contemplated a conflict between the terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control; provided, however, that any updates to a Prospectus that would impact the phone Transfer Agent’s or Distributor’s contractual obligations with respect to Orders can only be effectuated by amending this Agreement, subject to approval by the Board of Trustees of the Trust.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of the Fund Documents. The Participant agrees such recordings, so that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject Participant may seek a Purchase Order protective order or Redemption Order or suspend sales of Fund Shares, in accordance other appropriate remedy with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting recordings or waive its right to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is actingdo so.
(c) When making a Redemption Order, the The Participant understands that a Creation Unit generally will not be issued until the requisite cash and/or the designated basket of securities (the “Deposit Securities”), as well as applicable Transaction Fee and agrees that in the event Fund Shares taxes, are not transferred to the Fund Trust on or before the settlement date in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption OrderProspectus.
Appears in 1 contract
Samples: Authorized Participant Agreement (Manager Directed Portfolios)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Fund Documents. Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant agrees understands that a Creation Unit generally will not be issued until the Distributor requisite cash and/or the designated basket of securities (the “Deposit Securities”), as well as applicable Transaction Fee and Taxes (as defined below), are transferred to the Trust have and reserve on or before the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, settlement date in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Harbor ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of the Fund Documents and the procedures as described for Orders set forth in the AP HandbookProspectus and in this Agreement, which includes the attachments. Each party hereto agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption Orders, provided that the Participant may reasonably request that the recording party promptly provide to the Participant copies of Creation Unitsrecordings of any such calls, which have been retained in accordance with the recording party's usual document retention policy. The Funds reserve If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. do so.
(c) The Participant acknowledges and agrees on behalf that delivery of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Trust, Transfer Agent and the Distributor on behalf of the Funds) Trusts each reserve the right to reject any Purchase Order for any reason.
(d) The Participant understands that a Creation Unit generally will not be issued until the requisite cash and/or the designated basket of securities (the "Deposit Securities"), as well as applicable Transaction Fee and taxes are transferred to the Trust on or Redemption Order before the settlement date in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsProspectus.
(be) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the The Participant understands and agrees that in the event case of each Fund Shares are not transferred that invests in international or global equity securities, the Trust has caused its custodian to maintain with the applicable sub-custodian for such Fund an account in the relevant foreign jurisdiction to which the Participant shall deliver or cause to be delivered the Deposit Securities in connection with any Purchased Order, with any appropriate adjustments as advised by such sub-custodian or Fund, in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related conditions applicable to such rejected Redemption Orderaccount in such jurisdiction.
Appears in 1 contract
Samples: Authorized Participant Agreement (Davis Fundamental ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Transfer Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Transfer Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund close of business on the first business day following the Contractual Settlement Date for such Purchase Order or Redemption Order, (i) delivers to the Transfer Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the terms of the Fund Documents, such Redemption Order may be rejected delivery instructions provided by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Transfer Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less that 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Transfer Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Transfer Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 1 contract
Samples: Authorized Participant Agreement (Horizons ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption Orders, provided that the Participant may reasonably request that the recording party promptly provide to the Participant copies of Creation Unitsrecordings of any such calls, which have been retained in accordance with the recording party’s usual document retention policy. The Funds reserve If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. do so.
(c) The Participant acknowledges and agrees on behalf that delivery of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Trust, Transfer Agent and the Distributor on behalf of the Funds) Funds each reserve the right to reject any Purchase Order for any reason.
(d) The Participant understands that a Creation Unit generally will not be issued until the requisite cash (the “Cash Component”) and/or the designated basket of securities (the “Deposit Securities”), as well as applicable Transaction Fee and taxes are transferred to the Trust on or Redemption Order before the settlement date in accordance with the terms of the Fund DocumentsProspectus. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it it, or to the a party for which it is acting acting, in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the The Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant Participant, or any party for which it is acting acting, by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant Participant, or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred will be returned to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption OrderParticipant.
Appears in 1 contract
Samples: Authorized Participant Agreement (Gabelli ETFs Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Documents, Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP HandbookFund Documents. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without prior notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsDocuments and the Investment Company Act of 1940 (“1940 Act”). Notice of this rejection will be promptly communicated to the Participant via the Index Receipt Agent’s electronic order system.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting acts to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is then acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting acts that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is then acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Shares to be delivered by the Participant in connection with any Redemption Order is missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Index Receipt Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund in accordance with close of business on the terms of first business day following the Fund DocumentsContractual Settlement Date for such Purchase Order or Redemption Order, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, (i) delivers to the Index Receipt Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), (A) for Purchase Orders, the required Balancing Amount, such Deposit Securities as the Participant has available for delivery, and cash collateral in an amount up to 115% of the market value of the missing Deposit Securities, or (B) for Redemption Orders, such Shares as the Participant has available for delivery and cash collateral in an amount up to 115% of the market value of the missing Shares, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Index Receipt Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this section 2(c).
Appears in 1 contract
Samples: Authorized Participant Agreement (Exchange Listed Funds Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP HandbookAnnex I to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Transfer Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP HandbookAnnex I to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security Instrument that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security Instrument at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security Instrument that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security Instrument at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security Instrument that is transferred to the Fund that, based on the valuation of such Deposit Security Instrument at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Instruments to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Transfer Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund close of business on the Contractual Settlement Date for such Purchase Order or Redemption Order, (i) delivers to the Transfer Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the terms of the Fund Documents, such Redemption Order may be rejected delivery instructions provided by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Transfer Agent or the Distributor, as applicable), the Cash Amount required in connection with such Purchase Order, such Deposit Instruments as the Participant has available for delivery and cash collateral in an amount not less that 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Transfer Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Transfer Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 1 contract
Samples: Authorized Participant Agreement (Virtus ETF Trust II)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents Prospectus and the procedures as described in the AP HandbookAnnex II to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with by the purchase and redemption of Creation Units, which includes use by Vanguard ETF telephone representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitsthese representatives. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that delivery of a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Fund and the Distributor on behalf of the Funds) Fund reserve the right to reject any Purchase Order or until the trade is released as "good" as described in Annex II and any Redemption Order that is not in accordance with "proper form" as described in the terms of the Fund DocumentsProspectus. The Participant agrees that the Distributor shall be responsible for any and the Trust have all expenses and reserve the right, costs incurred by a Fund in their sole discretion without notice, to reject a connection with any Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsOrders.
(b) For any particular Fund, Purchase and Redemption Orders may be submitted only on days when the principal securities exchange on which the Fund's ETF Shares are listed for trading is open. Each Fund's principal securities exchange is listed in Annex I of this Agreement.
(c) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it (or to the party for which it is acting acting) in respect of any Deposit Redemption Security that is transferred to the Participant (or any party for which it is acting acting) that, based on the valuation of such Deposit Redemption Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant (or any party for which it is acting acting) by an amount equal to any dividend, distribution, or other corporate action to be paid to it (or to the party for which it is acting acting) in respect of any Deposit Redemption Security that is transferred to the Participant (or any party for which it is acting acting) that, based on the valuation of such Deposit Redemption Security at the time of transfer, should be have been paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant (or any party for which it is acting acting) any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund such party that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant (or any party for which it is acting).
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Vanguard Specialized Funds)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP HandbookETF Documents. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with by the purchase and redemption of Creation UnitsETF Shares' telephone representatives, which includes use by include representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitsthese representatives. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund ETF Shares cash collateral settlement procedures that are referenced in the AP HandbookAnnex II to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that acceptance of a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order until the trade is properly released as described in accordance with the terms of the Fund DocumentsAnnex II to this Agreement. The Participant agrees that the Distributor has and the Trust have and reserve reserves the right, in their its sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund ETF Shares, in accordance with the terms of the Fund Documentsat anytime.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund DocumentsFund, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (RevenueShares ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments hereto. The Participant and the procedures as described in the AP Handbook. Each party hereto Distributor each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Fund Documents. Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant agrees acknowledges that upon submission, an Order shall be irrevocable and that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, right to reject a Purchase Order or Redemption an Order or suspend sales of Fund Shares, Shares in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it it, or to the a party for which it is acting acting, in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the The Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant Participant, or any party for which it is acting acting, by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Fund Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant Participant, or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred will be returned to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption OrderParticipant.
Appears in 1 contract
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP Handbook. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will may be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust each have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund Documents.
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order or the basket of Fund Shares to be delivered by the Participant in connection with any Redemption Order are missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order or Redemption Order, the Participant understands Distributor, the Trust and agrees the Index Receipt Agent agree not to treat such Purchase Order or Redemption Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund in accordance with close of business on the terms of first business day following the Fund DocumentsContractual Settlement Date for such Purchase Order or Redemption Order, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, (i) delivers to the Index Receipt Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount not less that 110% of the market value of the missing securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Trust) the missing securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Index Receipt Agent on behalf of the Trust to complete any such rejected Purchase Order or Redemption OrderOrder unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 1 contract
Samples: Authorized Participant Agreement (Montage Managers Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents Prospectus and the procedures as described in the AP HandbookAnnex II (and if applicable Annex VI) to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with by the purchase and redemption of Creation Units, which includes use by Vanguard ETF telephone representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Unitsthese representatives. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that delivery of a Purchase Order or Redemption Order shall be irrevocable, and provided that the Funds (or Fund and the Distributor on behalf of the Funds) Fund reserve the right to reject any Purchase Order or until the trade is released as "good" as described in Annex II and any Redemption Order that is not in accordance with "proper form" as described in the terms of the Fund DocumentsProspectus. The Participant agrees that the Distributor shall be responsible for any and the Trust have all expenses and reserve the right, costs incurred by a Fund in their sole discretion without notice, to reject a connection with any Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsOrders.
(b) For any particular Fund, Purchase and Redemption Orders may be submitted only on days when the principal securities exchange on which the Fund's ETF Shares are listed for trading is open. Each Fund's principal securities exchange is listed in Annex I of this Agreement.
(c) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it (or to the party for which it is acting acting) in respect of any Deposit Redemption Security that is transferred to the Participant (or any party for which it is acting acting) that, based on the valuation of such Deposit Redemption Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant (or any party for which it is acting acting) by an amount equal to any dividend, distribution, or other corporate action to be paid to it (or to the party for which it is acting acting) in respect of any Deposit Redemption Security that is transferred to the Participant (or any party for which it is acting acting) that, based on the valuation of such Deposit Redemption Security at the time of transfer, should be have been paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant (or any party for which it is acting acting) any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund such party that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant (or any party for which it is acting).
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Vanguard World Fund)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Fund Documents. Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant agrees understands that a Creation Unit generally will not be issued until the Distributor requisite cash and/or the designated basket of securities (the “Deposit Securities”), as well as applicable Transaction Fee and taxes, are transferred to the Trust have and reserve on or before the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, settlement date in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Elevation Series Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation UnitsProspectus, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recordedthis Agreement, and the Participant hereby consents laws, rules, and regulations that are applicable to the recording of all calls it in connection with the purchase and redemption of Creation Unitsits role under this Agreement. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time. If there is a conflict between the terms of the Prospectus and the terms of this Agreement, including but not limited the terms of the Prospectus control; provided, however, to the Fund Shares cash collateral settlement procedures extent that are referenced such conflict is with respect to the Transfer Agent’s obligations with respect to Order processing hereunder (a “Conflicting Obligation”), the Trust agrees to provide written notice to the Transfer Agent of such Conflicting Obligation, and the Transfer Agent shall have the right to terminate this Agreement in accordance to the AP Handbookfollowing procedure: (A) to the extent that the Transfer Agent reasonably concludes in good faith that it cannot perform the Conflicting Obligation, the Transfer Agent may terminate this Agreement (i) upon seven (7) business days advance written notice to all parties to this Agreement notwithstanding anything to the contrary in Section 19 of this Agreement and (ii) after processing of all pending Orders in accordance with the Prospectus and this Agreement, but without respect to the Conflicting Obligation. For the avoidance of doubt, the Distributor shall have no obligation to provide notice to the Transfer Agent of any changes to the Prospectus. The Participant acknowledges and agrees on behalf of itself and any party for which it is may be acting that a Purchase Order or Redemption Order shall be irrevocable. The Participant may not cancel a Purchase Order or a Redemption Order after it is placed, and that though Distributor agrees to undertake commercially reasonable efforts to accommodate requests by Participant to cancel an Order prior to the designated cut-off time for placing such Order. The Funds (or the Distributor on behalf of the Funds) reserve shall retain the right right, without notice, to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the rightOrder, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund transactions in Shares, in accordance with the terms of the Prospectus; provided, however, in any case, the Fund Documents(or the Distributor on behalf of the Funds) will use reasonable efforts to notify the Participant prior to such rejections of its intention to reject such Order. Neither the Distributor nor the Fund shall be liable to any person by reason of the rejection of any Order so long as the rejecting party in good faith determines that such rejection complies with the Prospectus. Except as provided herein or in the Prospectus, following rejection of an Order, the Fund will promptly return to the Participant all consideration received in connection with the Order.
(b) Phone lines used in connection with Orders will be recorded. The Participant hereby consents to the recording of all calls in connection with the Orders, provided that the Participant may reasonably request that the recording party promptly provide to the Participant copies of recordings of any such calls, which have been retained in accordance with the recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant understands that a Creation Unit generally will not be issued until the requisite cash and/or the designated basket of securities (the “Deposit Securities”), as well as applicable transaction fees as disclosed in the Prospectuses (each, a “Transaction Fee”) and taxes, are transferred to the Trust on or before the settlement date in accordance with the Prospectus.
(d) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Stone Ridge Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve Orders, provided that the right to issue additional or other procedures relating Participant may reasonably request that the recording party promptly provide to the manner Participant copies of purchasing or redeeming Creation Unitsrecordings of any such calls, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order have been retained in accordance with the terms recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Fund Documents. Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
(c) The Participant agrees understands that a Creation Unit generally will not be issued until the Distributor requisite cash and/or the designated basket of securities (the “Deposit Securities”), as well as any applicable fee imposed on an Order (“Transaction Fee”) and Taxes (as defined below), are transferred to the Trust have and reserve on or before the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, settlement date in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting Participant Client to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting a Participant Client in respect of any Deposit Security security that is transferred to the Participant or any party for which it is acting a Participant Client in connection with such Redemption Order (a “Fund Security”) that, based on the valuation of such Deposit Fund Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting Participant Client that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting Participant Client by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting Participant Client in respect of any Deposit Fund Security that is transferred to the Participant or any party for which it is acting Participant Client that, based on the valuation of such Deposit Fund Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is actingParticipant Client.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption Order.
Appears in 1 contract
Samples: Authorized Participant Agreement (Cohen & Steers ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance must comply with the terms of procedures for Orders set forth in the Fund Documents Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the procedures as described in the AP Handbook. Each party hereto Transfer Agent each agrees to comply with the provisions of such documents to the extent Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to itit in its role under this Agreement. It If there is contemplated that a conflict between the phone terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
(b) Phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, Orders will be recorded, and the . The Participant hereby consents to the recording of all calls in connection with the Orders, provided that the Participant may reasonably request that the recording party provide to the Participant copies of recordings of any such calls, which have been retained in accordance with the recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. For the avoidance of doubt, the Transfer Agent may disclose any such recordings requested to any bank regulatory authority having jurisdiction over it without notice of any kind.
(c) In connection with the purchase and or redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited pay the transaction fees prescribed in a Fund’s Prospectus applicable to the Fund Shares cash collateral settlement procedures that are referenced in Participant’s transaction (the AP Handbook“Transaction Fee”). The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve Trust reserves the right to reject adjust or waive any Purchase Order or Redemption Order Transaction Fee subject to any limitation as described in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsProspectus.
(bd) With respect to any Redemption OrderIn connection with the purchase or redemption of Creation Units, the Participant acknowledges and agrees on behalf that the computation of itself and any party for which it is acting cash amount to return to a Fund any dividend, distribution, or other corporate action be paid to it by or to the Participant shall exclude any taxes or other fees and expenses payable upon the transfer of beneficial ownership of Shares or Fund Securities (as such term is defined in the Prospectus). The Participant shall be responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or any other similar tax, fee or government charge (collectively, “Taxes”) applicable to and imposed upon the purchase or redemption of any Creation Units made pursuant to this Agreement. To the extent the Trust or its agents pay any such Taxes or they are otherwise imposed in connection with transactions effected by the Participant, the Participant agrees to promptly reimburse and pay such party for which it is acting in respect any such payment, together with any applicable penalties, additions to tax or interest thereon, unless such penalties, additions or interest were the result of any the applicable party’s gross negligence, fraud or willful misconduct. This section shall survive the termination of this Agreement.
(e) The Participant understands that a Creation Unit generally will not be issued until the requisite cash (the “Cash Component”) and/or the designated basket of securities and/or instruments (the “Deposit Security that is Securities”), as well as applicable Transaction Fees and taxes, are transferred to the Participant Trust on or any party for which it is acting that, based on before the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption Order, the Participant understands and agrees that in the event Fund Shares are not transferred to the Fund settlement date in accordance with the terms of the Fund Documents, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, the Index Receipt Agent or the Distributor related to such rejected Redemption OrderProspectus.
Appears in 1 contract
Samples: Authorized Participant Agreement (Macquarie ETF Trust)
EXECUTION OF PURCHASE AND REDEMPTION ORDERS. (a) All Purchase Orders and Redemption Orders shall be made in accordance with the terms of the Fund Documents and the procedures as described in the AP HandbookDocuments. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the phone lines used in connection with the purchase and redemption of Creation Units, which includes use by representatives of the Distributor, Index Receipt Agent or the Trust and any affiliates thereof, will be recorded, and the Participant hereby consents to the recording of all calls in connection with the purchase and redemption of Creation Units. The Funds reserve the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units, and the Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fund Shares cash collateral settlement procedures that are referenced in the AP Handbook. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting that a Purchase Order or Redemption Order shall be irrevocable, and that the Funds (or the Distributor on behalf of the Funds) reserve the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Fund Documents. The Participant agrees that the Distributor and the Trust have and reserve the right, in their sole discretion without notice, to reject a Purchase Order or Redemption Order or suspend sales of Fund Shares, in accordance with the terms of the Fund DocumentsDocuments and the Investment Company Act of 1940 (“1940 Act”).
(b) With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting acts to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is then acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting acts that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is then acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
(c) When making a Redemption In the event that the basket of Deposit Securities to be delivered by the Participant in connection with any Purchase Order is missing some of the required securities on the Contractual Settlement Date (as defined below) for such Purchase Order, the Participant understands Distributor, the Trust and agrees the Index Receipt Agent agree not to treat such Purchase Order as a failed trade or a failed settlement provided that in the event Fund Shares are not transferred Participant, on or prior to the Fund in accordance with close of business on the terms of first business day following the Fund DocumentsContractual Settlement Date for such Purchase Order, such Redemption Order may be rejected by the Fund and the Participant will be solely responsible for all costs and losses and fees incurred by the Fund, delivers to the Index Receipt Agent or the Distributor, as applicable, on behalf of the Trust (in accordance with the delivery instructions provided by the Index Receipt Agent or the Distributor, as applicable), the Balancing Amount required in connection with such Purchase Order, such Deposit Securities as the Participant has available for delivery and cash collateral in an amount up to 115% of the market value of the missing Deposit Securities, or (ii) delivers to the Trust through the NSCC or otherwise (as instructed by the Index Receipt Agent or the Distributor, as applicable, for the benefit of the Trust) the missing Deposit Securities or cash in lieu of such securities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Trust or the Distributor related or the Index Receipt Agent on behalf of the Trust to complete any such rejected Redemption OrderPurchase Order unless and until the Participant fully complies with the requirements of this Section 2(c).
Appears in 1 contract
Samples: Authorized Participant Agreement (TrimTabs ETF Trust)