Common use of EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS Clause in Contracts

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicable. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (c) The Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, shall be irrevocable, provided that the Trust or the Distributor (on behalf of the Trust) reserve the right to reject any Purchase Order or Redemption Order as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) With respect to any Redemption Order, the Authorized Participant acknowledges and agrees to return to the Trust any dividend, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized Participant.

Appears in 7 contracts

Samples: Authorized Participant Agreement (Pointbreak ETF Trust), Authorized Participant Agreement (Pointbreak ETF Trust), Authorized Participant Agreement (Pointbreak ETF Trust)

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EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized ParticipantTransfer Agent. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 4 contracts

Samples: Authorized Participant Agreement (Abrdn ETFs), Authorized Participant Agreement (Aberdeen Standard Investments ETFs), Authorized Participant Agreement (Litman Gregory Funds Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II AP Handbook hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicable. It is contemplated that the telephone lines used by the Distributor Transfer Agent and the ETF Administrator Distributor will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized Participantcase may be. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures that are referenced in Annex II AP Handbook hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or and the Distributor (on behalf of the Trust) Trust reserve the right to reject any Purchase Order or Redemption Order until the trade is released as “good” as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or AP Handbook hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant will receive the return of any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 3 contracts

Samples: Authorized Participant Agreement (Investment Managers Series Trust II), Authorized Participant Agreement (Investment Managers Series Trust II), Authorized Participant Agreement (Investment Managers Series Trust II)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust Company reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or Company and the Distributor (on behalf of the Trust) reserve Company reserves the right to reject any Purchase Order or Redemption Order until the trade is released as “good” as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Xxxxx XX hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust Company 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 Authorized 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 TrustCompany. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust Company is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the TrustCompany, acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 3 contracts

Samples: Authorized Participant Agreement (DBX Etf Trust), Authorized Participant Agreement (DBX Etf Trust), Authorized Participant Agreement (DBX Etf Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the BNYM ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and ETF Administratorredemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) this Agreement. The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, Order shall be irrevocable, irrevocable upon the Authorized Participant’s submission of such Order in accordance with Annex II hereto; provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that that, alternatively, the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting 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 Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, interest, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. Likewise, with respect to any Purchase Order, the Authorized Participant acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, also acknowledges and agrees that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to the Trust 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 Trust that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Authorized Participant.

Appears in 3 contracts

Samples: Authorized Participant Agreement, Authorized Participant Agreement (Goldman Sachs ETF Trust), Authorized Participant Agreement (Elkhorn ETF Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made handled in accordance with the terms of the Prospectus and the procedures described in Annex II to this Agreement and shall require the timely execution and delivery of an appropriate Purchase Order or Redemption Order, as the case may be, substantially in the forms set forth in Annexes III and IV hereto, respectively. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone phone lines used by the Distributor and the ETF Administrator WEBS telephone representatives will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized ParticipantWEBS telephone representatives. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust Fund reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (c) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or Fund and the Distributor (on behalf of the Trust) reserve Fund reserves the right to reject any Purchase Order or until acceptance and any Redemption Order that is not in "proper form" as described defined in the Trust’s registration statement or Annex II heretoProspectus. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 TrustIndex Series. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust Fund is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) Index Series. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, Fund acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Fund in respect of any Deposit Security that is transferred to the Trust Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 2 contracts

Samples: Authorized Participant Agreement (Foreign Fund Inc), Authorized Participant Agreement (Foreign Fund Inc)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. In the event of a conflict between the Prospectus and this Agreement, the Prospectus shall control. It is contemplated that the telephone lines used by the Distributor and the BNYM ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and ETF Administratorredemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) this Agreement. The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, Order shall be irrevocable, irrevocable upon the Authorized Participant’s submission of such Order in accordance with Annex II hereto; provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that that, alternatively, the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting 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 Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, interest, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. Likewise, with respect to any Purchase Order, the Authorized Participant acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, also acknowledges and agrees that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to the Trust 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 Trust that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Authorized Participant.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Columbia ETF Trust I), Authorized Participant Agreement (Infusive US Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. In the event of a conflict between the Prospectus and this Agreement, the Prospectus shall control. It is contemplated that the telephone lines used by the Distributor and the BNYM ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and ETF Administratorredemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The this Agreement. Each Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor and the Transfer Agent on behalf of each Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, Order shall be irrevocable, irrevocable upon the Authorized Participant’s submission of such Order in accordance with Axxxx XX hereto; provided that the each Trust or and the Distributor (on behalf of the Trust) reserve each Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the each Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the each Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that the that, alternatively, each Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting 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 Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the each Trust, acknowledges and agrees to return to the Authorized Participant any dividend, interest, distribution or other corporate action paid to the each Trust in respect of any Deposit Security that is transferred to each Trust that, based on the valuation of such Deposit Security at the time of transfer, should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. Likewise, with respect to any Purchase Order, the Authorized Participant acknowledges and agrees to return to each Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to each Trust. With respect to any Purchase Order, the Transfer Agent, on behalf of each Trust, also acknowledges and agrees that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to each Trust 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 each Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been be paid to the Authorized Participant.

Appears in 2 contracts

Samples: Authorized Participant Agreement (New York Life Investments Active ETF Trust), Authorized Participant Agreement (New York Life Investments ETF Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. In the event of a conflict between the Prospectus and this Agreement, the Prospectus shall control. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administratorthe Transfer Agent in connection with the purchase and redemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) this Agreement. The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor on behalf of the Trust agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, Order shall be irrevocable, irrevocable upon the Authorized Participant’s submission of such Order in accordance with Annex II hereto; provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that that, alternatively, the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting 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 Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) With . Likewise, with respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, Authorized Participant acknowledges and agrees to return to the Authorized Participant Trust any dividend, interest, distribution or other corporate action paid to the Trust it in respect of any Deposit Security that is transferred to the Trust Authorized Participant 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 industry custom in the applicable market, have been paid to the Authorized ParticipantTrust.

Appears in 1 contract

Samples: Authorized Participant Agreement (GraniteShares ETF Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made handled in accordance with the terms of the Prospectus and the procedures described in Annex II to this Agreement and shall require the timely execution and delivery of an appropriate Purchase Order or Redemption Order, as the case may be, substantially in the forms set forth in Annexes III and IV hereto, respectively. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone phone lines used by the Distributor and the ETF Administrator WEBS telephone representatives will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized ParticipantWEBS telephone representatives. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust Fund reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures WEBS Cash Collateral Settlement Procedures that are referenced in Annex II heretoto this Agreement. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (c) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or Fund and the Distributor (on behalf of the Trust) reserve Fund reserves the right to reject any Purchase Order or until acceptance and any Redemption Order that is not in "proper form" as described defined in the Trust’s registration statement or Annex II heretoProspectus. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 TrustIndex Series. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust Fund is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) Index Series. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, Fund acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Fund in respect of any Deposit Security that is transferred to the Trust Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 1 contract

Samples: Authorized Participant Agreement (Webs Index Fund Inc)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II I hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized ParticipantTransfer Agent. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust Fund reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units Baskets and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures that are referenced in Annex II hereto. Changes to the procedures . (b) Redemption Orders shall not apply retroactively be made or processed during the Initial Offering Period. The Authorized Participant acknowledges and agrees that orders to create Baskets submitted during the Initial Offering Period will be processed at the end of the Initial Offering Period and that the Creation Basket Capital Contribution amount in respect of such order during such period is $2,500,000 per Basket, which shall be deposited in escrow in accordance with instructions from the Sponsor as described in the Prospectus during the period from the Purchase Orders Order Subscription Date through the end of the Initial Offering Period or Redemption Orders submitted prior to such change in procedureearlier termination of the offering of Shares. (c) The Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, shall be irrevocable, provided that the Trust or the Distributor (on behalf of the Trust) reserve the right to reject any Purchase Order or Redemption Order as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities itself and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) With respect to any Redemption Order, the Authorized Participant acknowledges and agrees to return to the Trust any dividend, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting by an amount equal to any dividend, distribution (whether as a customer or other corporate action to otherwise) that each Purchase Order and each Redemption Order shall be paid to it in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid irrevocable upon delivery to the Fund, provided that the Fund, the Sponsor, and the Distributor on behalf of the Fund and the Sponsor reserve the right to reject (i) any Purchase Order until the trade is released as “good” as described in Annex I hereto and (ii) any Redemption Order that is not in “proper form” as defined in the Prospectus. (d) The Fund, the Sponsor, and the Distributor on behalf of the Fund and the Sponsor reserve the absolute right to reject or revoke acceptance of a Purchase Order Subscription Agreement if (i) the order is not in proper form as determined by the Fund or Sponsor, (ii) the acceptance of the Purchase Order would, in the opinion of counsel, be unlawful; or (iii) circumstances outside the control of Fund or Sponsor make it for all practical purposes impossible to process a Purchase Order or creation of Baskets. The Fund or the Sponsor shall notify the Authorized Purchaser of a rejection or revocation of any Purchase Order. (e) With respect The Fund or Sponsor shall reject any Redemption Order the fulfillment of which its counsel advised would be illegal under applicable laws and regulations, and neither the Fund, the Sponsor, nor the Distributor shall have any liability to any Purchase Orderperson for rejecting a Redemption Order in such circumstances. (f) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the NYSE Arca or any exchange on which the Fund’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Fund’s assets are not reasonably practical; or (iii) for such other periods as the Sponsor determines to be necessary for the protection of the Beneficial Owners. Neither the Fund, the Transfer AgentSponsor, on behalf of nor the Trust, acknowledges and agrees Distributor shall be liable to return to the Authorized Participant any dividend, distribution person in any way for any loss or other corporate action paid to the Trust in respect of damages that may result from any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized Participantsuspension or postponement.

Appears in 1 contract

Samples: Authorized Participant Agreement (AirShares(TM) EU Carbon Allowances Fund)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II heretohereto . Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the _____________ telephone representatives of the Distributor and the ETF Administrator ("_____________ Telephone Representatives") will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized Participant_____________ Telephone Representatives. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures _____________ Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order until the trade is released as "good" as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in "proper form" as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, Trust acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 1 contract

Samples: Authorized Participant Agreement (WisdomTree Trust)

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EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the BNYM ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and ETF Administratorredemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust this Agreement. EachTrust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor and the Transfer Agent on behalf of each Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted by the Distributor, Order shall be irrevocable, irrevocable upon the Authorized Participant’s submission of such Order in accordance with Annex II hereto; provided that the each Trust or and the Distributor (on behalf of the Trust) reserve each Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the each Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the each Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that the that, alternatively,each Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting 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 Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf ofeach Trust, acknowledges and agrees to return to the Authorized Participant any dividend, interest, distribution or other corporate action paid to each Trust in respect of any Deposit Security that is transferred to eachTrust that, based on the valuation of such Deposit Security at the time of transfer, should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. Likewise, with respect to any Purchase Order, the Authorized Participant acknowledges and agrees to return to each Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to each Trust. With respect to any Purchase Order, the Transfer Agent, on behalf of the each Trust, also acknowledges and agrees to return to that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to each Trust by an amount equal to any dividend, interest, distribution or other corporate action to be paid to the Trust it in respect of any Deposit Security that is transferred to the each Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been be paid to the Authorized Participant.

Appears in 1 contract

Samples: Authorized Participant Agreement (Goldman Sachs ETF Trust II)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II I hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor Distributor, Transfer Agent and anyone acting on behalf of the ETF Administrator Funds will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized ParticipantTransfer Agent. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time. In the event of a conflict between the Prospectus and any such procedures, including but not limited to the cash collateral settlement procedures that are referenced in Annex II hereto. Changes to the procedures Prospectus shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedurecontrol. (cb) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or its designees and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order until the trade is released as “good” as described in the Trust’s registration statement Annex I hereto and any Redemption Order that is not in proper form or Annex II heretois otherwise not accepted. Notwithstanding the foregoingOrders for redemption will be subject to rejection if, if the Distributor or among other reasons, the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify reasonably believes that the Authorized Participant thereof as soon as reasonably practicabledoes not hold the requisite number of Shares to fulfill the redemption request. The Trust will promptly return to If a request for redemption is rejected, the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Orderwill be notified. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust any dividend, interest, 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 Authorized Participant or any party for which it is acting that, based on the valuation of such Deposit Security or the record date for such dividend, interest, distribution or other corporate action at the time of transfer, should have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust or its designees is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized Participant or any party for which it is acting that, based on the valuation or the record date for such dividend, interest, distribution or other corporate action of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, Trust acknowledges and agrees to return return, or cause the return, to the Authorized Participant any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation or the record date for such dividend, interest, distribution or other corporate action of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting. (d) The Authorized Participant understands and agrees that in the case of each Fund that invests in international or global securities, the Trust has caused its Custodian to maintain with the applicable subcustodian (“Subcustodian”) for such Fund an account in the relevant foreign jurisdiction to which the Authorized Participant shall deliver or cause to be delivered for itself and any party for which it is acting (whether as a customer or otherwise) in connection with the purchase of a Creation Unit the Deposit Securities, with any appropriate adjustments as advised by such Fund, in accordance with the terms and conditions applicable to such account in such jurisdiction.

Appears in 1 contract

Samples: Authorized Participant Agreement (Russell Exchange Traded Funds Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the BNYM ETF Administrator of the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and ETF Administratorredemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) this Agreement. The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted Order shall be irrevocable upon acceptance by the Transfer Agent or the Distributor, shall be irrevocable, ; provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of SharesProspectus; provided further that, in any case, the Distributor will use reasonable efforts to notify the Authorized Participant thereof as soon as reasonably practicableprior to such rejection of its intention to reject such Purchase Order and the reason for such rejection, and in the event that the rejection was due to the Purchase Order not being in proper form, to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order in proper form prior to rejection. The Trust Distributor will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the Trust any dividend, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that that, alternatively, the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, also acknowledges and agrees that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to the Trust by an amount equal to any dividend, distribution or other corporate action to be paid to it in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Authorized Participant.

Appears in 1 contract

Samples: Authorized Participant Agreement (Franklin ETF Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made handled in accordance with the terms of the Prospectus and the procedures described in Annex II to this Agreement and shall require the timely execution and delivery of an appropriate Purchase Order or Redemption Order, as the case may be, substantially in the forms set forth in Annexes III and IV hereto, respectively. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone phone lines used by the Distributor and the ETF Administrator Transfer Agent’s telephone representatives will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized Participanttelephone representatives. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II heretoto this Agreement. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (c) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or until acceptance and any Redemption Order that is not in “proper form” as described defined in the Trust’s registration statement or Annex II heretoProspectus. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 TrustFund. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, Trust acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Fund in respect of any Deposit Security that is transferred to the Trust Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 1 contract

Samples: Authorized Participant Agreement (AdvisorShares Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders purchase orders or Redemption Orders redemption orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Authorized 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 purchase order or Redemption Order, once accepted by the Distributor, redemption order shall be irrevocable, provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order purchase order and any redemption order that is not in “proper form” as described defined in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or Redemption Order or the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Orderredemption order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust 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 Authorized 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 Trust. With respect to any Redemption Orderredemption order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 Authorized 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. (e) . With respect to any Purchase Orderpurchase order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized ParticipantParticipant or any party for which it is acting.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Exchange Traded Spreads Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the BNYM ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and ETF Administratorredemption of Creation Units, provided that the Distributor Transfer Agent and the ETF AdministratorDistributor, as applicable, shall, if allowable pursuant to applicable law, shall promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, calls to the Authorized Participant upon reasonable written the request by the Authorized Participant. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with of the Authorized Participant, unless such recording party shall provide the Authorized Participant with reasonable advance written notice identifying the recordings have been erased or destroyed prior to be so disclosed, together with copies receipt of such recordings, request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to the extent legally permitted to do so, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) this Agreement. The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Distributor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order, once accepted Order shall be irrevocable upon acceptance by the Transfer Agent or the Distributor, shall be irrevocable, ; provided that the Trust or and the Distributor (on behalf of the Trust) reserve Trust reserves the right to reject any Purchase Order or Redemption Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the Trust any dividend, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that that, alternatively, the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) . With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. Likewise, with respect to any Purchase Order, the Authorized Participant acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant 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 industry custom in the applicable market, have been paid to the Trust. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, also acknowledges and agrees that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to the Trust by an amount equal to any dividend, distribution or other corporate action to be paid to it in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Authorized Participant.

Appears in 1 contract

Samples: Authorized Participant Agreement (Reality Shares ETF Trust)

EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS. (a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent such documents are applicableapplicable to it. It is contemplated that the telephone lines used by the Distributor and the ETF Administrator Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the Distributor and ETF Administrator, provided that the Distributor and the ETF Administrator, as applicable, shall, if allowable pursuant to applicable law, promptly provide copies of recordings of any such calls, which have been retained in accordance with the Distributor’s or the ETF Administrator’s usual document retention policy, to the Authorized Participant upon reasonable written request by the Authorized ParticipantTransfer Agent. In the event that any recording party becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, such recording party shall provide the Authorized 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 Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. (b) The Trust Company reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and agrees to provide reasonable prior notice of all such amendments and new procedures to the Authorized Participant. The Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the cash collateral settlement procedures Cash Collateral Settlement Procedures that are referenced in Annex II hereto. Changes to the procedures shall not apply retroactively to Purchase Orders or Redemption Orders submitted prior to such change in procedure. (cb) The Authorized 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, once accepted by the Distributor, Order shall be irrevocable, provided that the Trust or Company and the Distributor (on behalf of the Trust) reserve Company reserves the right to reject any Purchase Order or Redemption Order until the trade is released as “good” as described in the Trust’s registration statement or Annex II hereto. Notwithstanding the foregoing, if the Distributor or the Trust rejects a Purchase Order or hereto and any Redemption Order or that is not in “proper form” as defined in the Trust suspends sales of Shares, the Distributor will notify the Authorized Participant thereof as soon as reasonably practicable. The Trust will promptly return to the Authorized Participant upon rejection of a Purchase Order all consideration, including Deposit Securities and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase OrderProspectus. (dc) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Trust Company 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 Authorized 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 Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized 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 in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. (e) With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized Participant.the

Appears in 1 contract

Samples: Authorized Participant Agreement (TXF Funds Inc)

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