ETFS Trust Sample Contracts

Master Custodian Agreement
Master Custodian Agreement • April 28th, 2021 • Aberdeen Standard Investments ETFs • Massachusetts

This Agreement is dated as of December 29, 2020 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof; Aberdeen Standard Investments ETFs Advisors LLC, the Investment Advisor as defined below, solely with respect to the fees in Sections 15 and 16.3; and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2024 • Abrdn ETFs • Delaware

This SUB-ADVISORY AGREEMENT (the “Agreement”) made as at July 14, 2023 by and between abrdn ETFs Advisors LLC, a Delaware limited liability company with its principal place of business at 1900 Market Street, Suite 200, Philadelphia, PA 19103 (the “Adviser”), and Vident Advisory, LLC, a Delaware limited liability company with its principal place of business at 1125 Sanctuary Parkway, Suite 515, Alpharetta, GA 30009 (the “Sub-Adviser”), with respect to each series of abrdn ETFs, a statutory trust organized under the laws of the State of Delaware (the “Trust”), identified on Schedule A to this Agreement (each, a “Fund” and collectively, the “Funds”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 28th, 2021 • Aberdeen Standard Investments ETFs • Massachusetts

THIS AGREEMENT is made as of the 29th day of December 2020, by and between State Street Bank and Trust Company, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”); Aberdeen Standard Investments ETFs (the “Trust”), a Delaware statutory trust registered as an investment company; and Aberdeen Standard Investments ETFs Advisors LLC, the investment advisor for each Fund (the “Advisor”), as defined below, solely with respect to the fees in Sections 2 and 11; with the Trust and Advisor each having its principal office and place of business at 1735 Market St., 32nd Floor, Philadelphia, PA 19103.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 7th, 2015 • ETFS Trust • Colorado

THIS AGREEMENT is made as of December 22, 2014, between ETFS Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AUTHORIZED PARTICIPANT AGREEMENT FOR ETFS TRUST
Authorized Participant Agreement • January 7th, 2015 • ETFS Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and __________________________________ (the “Authorized Participant” or “AP”) and is subject to acceptance by J.P. Morgan (“ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the ETFS Trust (the “Company” or the “Trust”) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Company shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Company acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, par value $0.00 per sha

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 12th, 2019 • Aberdeen Standard Investments ETFs • Delaware

INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of this 27th day of August, 2018, between ETF Securities Advisors LLC (the “Adviser”) and ETFS Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”).

AUTHORIZED PARTICIPANT AGREEMENT FOR abrdn ETFs
Authorized Participant Agreement • April 28th, 2023 • Abrdn ETFs • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and __________________________________ (the “Authorized Participant”) and is subject to acceptance by State Street Bank and Trust Company (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the abrdn ETFs (the “Trust”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of Creation Units (as defined below) of each fund issued by the Trust (each a “Fund” and collectively, the “Funds”) named on Annex I to this Agreement, as may be updated from time to time to add or remove Fund

AGENCY SERVICES AGREEMENT
Agency Services Agreement • January 7th, 2015 • ETFS Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the 4th day of December, 2014 by and between ETFS TRUST, a Delaware statutory trust and registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of its ETF Series (defined below) with offices at 48 Wall Street, 11th Floor, New York, NY 10005 (the “Trust”) and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 383 Madison Avenue, New York, New York 10179 (“J.P. Morgan”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2024 • Abrdn ETFs • Delaware

This SUB-ADVISORY AGREEMENT (together with any schedules, exhibits or other attachments hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”), is made and entered into as of July 14, 2023 by and between abrdn ETFs Advisors, LLC (the “Adviser”) and Vident Advisory, LLC (the “Sub-Adviser”), with respect to each portfolio listed on Schedule A to this Agreement (each, a “Portfolio” and collectively, the “Portfolios”). Capitalized terms not otherwise defined herein have the meanings specified in the Memorandum and Articles of Association of each Portfolio (as amended, restated or otherwise modified from time to time, the “Articles”).

DISTRIBUTION AGREEMENT
Distribution Agreement • March 1st, 2019 • Aberdeen Standard Investments ETFs • Colorado

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), presently consisting of one or more portfolios (each a “Fund” and collectively the “Funds”);

FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 12th, 2019 • Aberdeen Standard Investments ETFs • Delaware

This FIRST AMENDMENT (this “First Amendment”) to that certain Investment Advisory Agreement dated August 27, 2018, as amended (the “Agreement”), between ETFS Trust (the “Trust”) and ETF Securities Advisors LLC (the “Adviser”) is made and entered into by the foregoing parties as of September 24, 2018. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

FORM OF FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 3rd, 2021 • Aberdeen Standard Investments ETFs • Delaware

This FIRST AMENDMENT (this “First Amendment”) to that certain Sub-Advisory Agreement dated March 17, 2017, as amended (the “Agreement”), between Aberdeen Standard Investments ETFs Advisors LLC, formerly, ETF Securities Advisors LLC (the “Adviser”), and Vident Investment Advisory, LLC (the “Sub-Adviser”), with respect to each portfolio listed on Schedule A to the Agreement (each, a “Portfolio” and collectively, the “Portfolios”), is made and entered into by the foregoing parties as of September [__], 2021. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

Amendment No. 2 to the Distribution Agreement By and between ETFS Trust and ALPS Distributors, Inc.
Distribution Agreement • March 20th, 2017 • ETFS Trust

This Amendment No. 2 (this “Amendment”), dated as of January 26, 2017, to the Distribution Agreement is entered into by and between ETFS Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • April 28th, 2021 • Aberdeen Standard Investments ETFs • Massachusetts

This Sub-Administration Agreement (“Agreement”) dated as of December 29, 2020, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), Aberdeen Standard Investments Inc. (the “Administrator”), the administrator to each registered management investment company identified on Schedule A hereto (each, a “Trust”), and Aberdeen Standard Investments ETFs Advisors LLC (the “Advisor”), the investment advisor to the Funds as defined below, solely with respect to the fees in Sections 6 and 13.

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 20th, 2017 • ETFS Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT (together with any schedules, exhibits or other attachments hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”), is made and entered into as of March [ ], 2017 by and between the portfolios set forth in Schedule A hereto (each a “Portfolio” and collectively, the “Portfolios”), each a Cayman Islands exempted company, and ETF Securities Advisors LLC (the “Adviser”). Capitalized terms not otherwise defined herein have the meanings specified in the Memorandum and Articles of Association of each Portfolio (as amended, restated or otherwise modified from time to time, the “Articles”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 1st, 2019 • Aberdeen Standard Investments ETFs • Delaware

This SECOND AMENDMENT (this “Second Amendment”) to that certain Investment Advisory Agreement dated August 27, 2018, as amended (the “Agreement”), between Aberdeen Standard Investments ETFs, formerly ETFS Trust (the “Trust”), and Aberdeen Standard Investments ETFs Advisors LLC, formerly ETF Securities Advisors LLC (the “Adviser”), is made and entered into by the foregoing parties as of December 13, 2018. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

ETFS TRUST FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT This Amendment (the “Amendment”) is made and entered into as of December 5, 2017, and hereby amends the Investment Advisory Agreement, dated December 2, 2014 (the “Agreement”), between ETF...
Investment Advisory Agreement • February 27th, 2018 • ETFS Trust

ETFS TRUST FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT This Amendment (the “Amendment”) is made and entered into as of December 5, 2017, and hereby amends the Investment Advisory Agreement, dated December 2, 2014 (the “Agreement”), between ETF Securities Advisors LLC (the “Adviser”) and ETFS Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of each series of the Trust as listed on Schedule A of the Agreement, as revised from time to time (the “Funds”). WHEREAS, the Adviser agrees to pay all expenses of the Trust except for certain expenses enumerated in Section 4(b) of the Agreement; WHEREAS, the Adviser and the Trust wish to amend the Agreement to reflect that the Adviser agrees to pay the compensation and expenses of the Independent Trustees; NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as foll

FORM OF FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 3rd, 2021 • Aberdeen Standard Investments ETFs • Delaware

This FIRST AMENDMENT (this “First Amendment”) to that certain Sub-Advisory Agreement dated April 27, 2018, as amended (the “Agreement”), between Aberdeen Standard Investments ETFs Advisors LLC, formerly, ETF Securities Advisors LLC (the “Adviser”), and Vident Investment Advisory, LLC (the “Sub-Adviser”), with respect to each series of Aberdeen Standard Investments ETFs, formerly ETFS Trust (the “Trust”), identified on Schedule A to the Agreement (each, a “Fund” and collectively, the “Funds”), is made and entered into by the foregoing parties as of September [__], 2021. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

Amendment No. 1 to the Distribution Agreement
Distribution Agreement • March 1st, 2019 • Aberdeen Standard Investments ETFs

This Amendment No. I (this “Amendment”) to the Distribution Agreement is entered into by and between Aberdeen Standard Investments ETFs (formerly, ETFS Trust), a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”), and is effective as of October 1, 2018.

FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 28th, 2021 • Aberdeen Standard Investments ETFs • Delaware

Fund Administration Agreement (the “Agreement”) dated [ ], 2021 between Aberdeen Standard Investments ETFs (the “Trust”), a Delaware statutory trust, and Aberdeen Standard Investments Inc. (“ASII”), a Delaware corporation.

AMENDMENT TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • March 20th, 2017 • ETFS Trust • New York

This Amendment (“Amendment”) to the Global Custody Agreement dated December 4, 2014, as amended (the “Principal Agreement”) between ETFS Trust on behalf of each series of ETFS Trust as listed in Schedule 4 to the Principal Agreement (each, a “Fund”) and JPMorgan Chase Bank, N.A. (“J.P. Morgan”), is made and entered into between the foregoing parties, as of March __, 2017 (the “Effective Date”). Each party hereto shall be referred to herein as a “Party,” and jointly, the “Parties”.

FORM OF SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 3rd, 2021 • Aberdeen Standard Investments ETFs • Delaware

This SECOND AMENDMENT (this “Second Amendment”) to that certain Investment Advisory Agreement dated March 17, 2017, as amended (the “Agreement”), between the portfolios set forth in Schedule A to the Agreement (each a “Portfolio” and collectively, the “Portfolios”), and Aberdeen Standard Investments ETFs Advisors LLC, formerly ETF Securities Advisors LLC (the “Adviser”), is made and entered into by the foregoing parties as of September [__], 2021. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2018 • ETFS Trust • New York

This Amendment (“Amendment”) to the Administration Agreement dated January 6, 2015, as amended (the “Principal Agreement”) between ETFS Trust (the “Customer”) and JPMorgan Chase Bank, N.A. (“J.P. Morgan”), is made and entered into between the foregoing parties as of March 23, 2017 (the “Effective Date”). Each party hereto shall be referred to herein as a “Party,” and jointly, the “Parties”.

AMENDMENT TO AGENCY SERVICES AGREEMENT
Agency Services Agreement • April 30th, 2018 • ETFS Trust • New York

This Amendment (“Amendment”) to the Agency Services Agreement dated December 4, 2014, as amended (the “Principal Agreement”) between ETFS Trust on behalf of the portfolios listed on Exhibit A to the Principal Agreement (each, an “ETF Series”) and JPMorgan Chase Bank, N.A. ( “J.P. Morgan”), is made and entered into between the foregoing parties as of March 23, 2017 (the “Effective Date”). Each party hereto shall be referred to herein as a “Party,” and jointly, the “Parties”.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • March 20th, 2017 • ETFS Trust • New York

This Amendment (“Amendment”) to the Administration Agreement dated January 6, 2015, as amended (the “Principal Agreement”) between ETFS Trust (the “Customer”) and JPMorgan Chase Bank, N.A. (“J.P. Morgan”), is made and entered into between the foregoing parties as of March __, 2017 (the “Effective Date”). Each party hereto shall be referred to herein as a “Party,” and jointly, the “Parties”.

AMENDMENT 2
Distribution Agreement • April 29th, 2020 • Aberdeen Standard Investments ETFs

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A (which includes Schedule C) and general terms in Schedule B.

FEE WAIVER AGREEMENT
Fee Waiver Agreement • March 1st, 2019 • Aberdeen Standard Investments ETFs • Delaware
AMENDMENT 3
Distribution Agreement • April 29th, 2020 • Aberdeen Standard Investments ETFs

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A (which includes Schedule C) and general terms in Schedule B.

FORM OF SECOND AMENDMENT TO FEE WAIVER AGREEMENT
Fee Waiver Agreement • August 3rd, 2021 • Aberdeen Standard Investments ETFs • Delaware

This SECOND AMENDMENT (this “Second Amendment”) to that certain Fee Waiver Agreement dated August 27, 2018, as amended (the “Agreement”), between Aberdeen Standard ETFs, formerly ETFS Trust (the “Trust”), and Aberdeen Standard Investments ETFs Advisors LLC, formerly, ETF Securities Advisors LLC (the “Adviser”), is made and entered into by the foregoing parties as of September [__], 2021. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

FIRST AMENDMENT TO FEE WAIVER AGREEMENT
Fee Waiver Agreement • March 1st, 2019 • Aberdeen Standard Investments ETFs • Delaware

This FIRST AMENDMENT (this “First Amendment”) to that certain Fee Waiver Agreement dated August 27, 2018, as amended (the “Agreement”), between ETFS Trust (the “Trust”) and ETF Securities Advisors LLC (the “Adviser”) is made and entered into by the foregoing parties as of September 24, 2018. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

THIS AGREEMENT IS TO BE ONLY USED FOR THE PROVISION OF ADMINISTRATION SERVICES TO A UNITED STATES EXCHANGE-TRADED FUND
Administration Services Agreement • January 7th, 2015 • ETFS Trust • New York

This Agreement, dated January 06, 2015, is between ETFS TRUST, a Delaware statutory trust, whose principal place of business is at 48 Wall Street, 11th Floor, New York, NY 10005 (the “Customer”) and JPMORGAN CHASE BANK, N. A. with a place of business at 383 Madison Avenue, New York, NY 10179. (“J.P. Morgan”).

AMENDMENT TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 30th, 2018 • ETFS Trust • New York

This Amendment (“Amendment”) to the Global Custody Agreement dated December 4, 2014, as amended (the “Principal Agreement”) between ETFS Trust on behalf of each series of ETFS Trust as listed in Schedule 4 to the Principal Agreement (each, a “Fund”) and JPMorgan Chase Bank, N.A. (“J.P. Morgan”), is made and entered into between the foregoing parties, as of March 21, 2017 (the “Effective Date”). Each party hereto shall be referred to herein as a “Party,” and jointly, the “Parties”.

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 30th, 2018 • ETFS Trust • Delaware
SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 12th, 2019 • Aberdeen Standard Investments ETFs • Delaware

This SECOND AMENDMENT (this “Second Amendment”) to that certain Investment Advisory Agreement dated August 27, 2018, as amended (the “Agreement”), between Aberdeen Standard Investments ETFs, formerly ETFS Trust (the “Trust”), and Aberdeen Standard Investments ETFs Advisors LLC, formerly ETF Securities Advisors LLC (the “Adviser”), is made and entered into by the foregoing parties as of December 13, 2018. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

Global Custody Agreement - New York - General - May 2012 Global Custody Agreement - New York - General - May 2012
Global Custody Agreement • January 7th, 2015 • ETFS Trust • New York

This Agreement, dated December 4, 2014, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”), with a place of business at 383 Madison Avenue, New York, NY 10017; and ETFS TRUST, a Delaware statutory trust and registered investment company under the Investment Company Act of 1940 (“1940 Act”), on behalf of each Fund (defined below) with a place of business at 48 Wall Street, 11th Floor, New York, NY 10005.

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