PRECIDIAN ETFs TRUST FUND AML OFFICER AGREEMENT
Exhibit 28(h)(6)
AGREEMENT made as of May 20, 2011 by and between Precidian ETFs Trust, a Delaware
statutory trust, with its principal office and place of business at 000 Xxxx Xxxxxx, Xxxxx 0,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (the “Fund Company”), Precidian Funds LLC, a Delaware limited
liability company, with its principal office and place of business at 000 Xxxx Xxxxxx, Xxxxx 0,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (the “Advisor”) and Foreside Compliance Services, LLC, a Delaware
limited liability company, with its principal office and place of business at Three Xxxxx Xxxxx,
Xxxxxxxx, Xxxxx 00000 (“Foreside”).
WHEREAS, the Fund Company is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company and has created and issued shares in
one or more series (each such series a “Fund” and collectively, the “Funds”); and
WHEREAS, the Fund Company desires that Foreside perform certain compliance services and
Foreside is willing to provide those services on the terms and conditions set forth in this
Agreement; and
WHEREAS, pursuant to an Investment Advisory Agreement by and between the Advisor and the Fund
Company (the “Advisory Agreement”), the Advisor serves as investment advisor to the Fund Company
and the Funds; and
WHEREAS, pursuant to a unitary fee arrangement between the Fund Company and the Advisor under
the Advisory Agreement, the Advisor has agreed to pay all of the fees and expenses due to Foreside
from the Fund Company under Section 5 of this Agreement (the “Payment Obligations”), and is joining
as a party to this Agreement solely for the purpose of assuming such Payment Obligations;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the
Fund Company and Foreside hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Fund Company hereby appoints Foreside, and Foreside hereby agrees, to provide an
Anti-Money Laundering Officer (“AMLO”) to the Fund Company for the period and on the terms and
conditions set forth in this Agreement. A copy of the AMLO’s resume has been provided to the Fund
Company and will be updated from time to time as necessary by Foreside.
(b) In connection therewith, the Fund Company has delivered to Foreside copies of, and shall
promptly furnish Foreside with all amendments of or supplements to: (i) the Fund Company’s
Declaration of Trust and Bylaws (collectively, as amended from time to time, “Organizational
Documents”); (ii) the Fund Company’s current Registration Statement, as
amended or
supplemented, filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of
1933, as amended (the “Securities Act”), and/or the 1940 Act (the “Registration Statement”); (iii)
the current Prospectus and Statement of Additional Information (collectively, as currently in
effect and as amended or supplemented, the “Prospectus”) in place for each of the Funds covered by
this Agreement; (iv) each plan of distribution or similar document that may be adopted by the Fund
Company under Rule 12b-1 under the 1940 Act and each current shareholder service plan or similar
document adopted by the Fund Company with respect to any or all of its Funds; (v) copies of the
Fund Company’s current annual and semi-annual reports to shareholders; and (vi) all compliance and
risk management policies, programs and procedures adopted by the Fund Company with respect to the
Funds. The Fund Company shall deliver to Foreside a certified copy of the resolution of the Board
of Trustees of the Fund Company (the “Board”) appointing the AMLO and authorizing the execution and
delivery of this Agreement. In addition, the Fund Company shall deliver, or cause to deliver, to
Foreside upon Foreside’s reasonable request any other documents that would enable Foreside to
perform the services described in this Agreement.
SECTION 2. DUTIES OF FORESIDE
(a) Subject to the approval of the Board, Foreside shall make available a qualified person who
is competent and knowledgeable regarding the anti-money laundering (“AML”) rules and regulations to
act as the Fund Company’s AMLO.
(b) With respect to the Fund Company, the AMLO shall:
(i) review the adequacy of the Fund Company’s AML policies and procedures and the
effectiveness of their implementation;
(ii) perform testing of certain control procedures, including collecting and
organizing relevant data and reviewing reports, investigating exceptions, and making
inquiries of Fund Company personnel and relevant service providers;
(iii) monitor and review AML responsibilities that have been delegated to service
providers; and
(iv) conduct periodic site visits to appropriate service providers, as necessary.
(c) Foreside may provide other services and assistance relating to the affairs of the Fund
Company as the Fund Company may, from time to time, request subject to mutually acceptable
compensation and implementation agreements.
(d) Foreside shall maintain records relating to its services as are required to be maintained
under relevant securities laws and regulations (collectively, the “Records”). Such Records shall
be maintained in the manner and for the periods as are required under such laws and regulations.
The Records shall be the property of the Fund Company. The Fund Company, or the Fund Company’s
authorized representatives, shall have access to the Records at all times during Foreside’s normal
business hours. Upon the reasonable request of the Fund Company,
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copies of any of the Records
shall be provided promptly by Foreside to the Fund Company or its authorized representatives at the
Fund Company’s expense.
(e) Nothing contained herein shall be construed to require Foreside to perform any service
that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the
Investment Advisers Act of 1940, as amended, or that could cause any Fund to act in contravention
of such Fund’s Prospectus or any provision of the 1940 Act. Further, while Foreside will provide
services under this Agreement to assist the Fund Company with respect to the Fund Company’s
obligations under and compliance with various laws and regulations, Fund Company understands and
agrees that Foreside is not a law firm and that nothing contained herein shall be construed to
create an attorney-client relationship between Foreside and Fund Company or to require Foreside to
render legal advice or otherwise engage in the practice of law in any jurisdiction. Thus, except
with respect to Foreside’s duties as set forth in this Section 2 and, except as otherwise
specifically provided herein, the Fund Company assumes all responsibility for ensuring that the
Fund Company and each of its Funds complies with all applicable requirements of the Securities Act,
the Securities Exchange Act of 1934 (the “Exchange Act”), the 1940 Act and any laws, rules and
regulations of governmental authorities with jurisdiction over the Fund Company or the Funds. All
references to any law in this Agreement shall be deemed to include reference to the applicable
rules and regulations promulgated under authority of the law and all official interpretations of
such law or rules or regulations.
(f) Foreside does not offer legal or accounting services and does not provide substitute
services for the services provided by legal counsel or that of a certified public accountant.
Foreside will use its best judgment and efforts to provide the services described in this
Agreement; however, Foreside does not guarantee that work performed by Foreside or the AMLO for the
Fund Company would be favorably received by any regulatory agency.
(g) In order for Foreside to perform the services required by this Section 2, the Fund Company
shall (1) instruct all service providers to furnish any and all information to Foreside as
reasonably requested by Foreside, and assist Foreside as may be required and (2) ensure that
Foreside has access to all records and documents maintained by the Fund Company or any service
provider.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Foreside shall be under no duty to take any action except as specifically set forth herein
or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment
and efforts in rendering the services described in this Agreement and shall not be liable to the
Fund Company, any Fund or any of the Funds’ shareholders for any action or inaction of Foreside or
the AMLO relating to any event whatsoever in the absence of bad faith, reckless disregard,
negligence, willful misfeasance, fraud or breach of this Agreement. Further, neither Foreside nor
the AMLO shall be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any
action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund
Company counsel; and/or (ii) any certified copy of any resolution of the Board.
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Neither Foreside nor the AMLO shall be under any duty or obligation to inquire into the validity or invalidity or
authority or lack thereof of any statement, oral or written instruction, resolution, signature,
request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice,
consent, order, or any other document or instrument which Foreside or the AMLO reasonably believes
in good faith to be genuine.
(b) The Fund Company agrees to indemnify and hold harmless Foreside, its affiliates and each
of their respective directors, officers, employees and agents and any person who controls Foreside
within the meaning of Section 15 of the Securities Act (any of Foreside, its affiliates, their
respective officers, employees, agents and directors or such control persons, for purposes of this
paragraph, a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss, liability, claim,
damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or
based upon (i) Foreside’s performance of its duties under this Agreement, or (ii) the breach of any
obligation, representation or warranty under this Agreement by the Fund Company.
In no case (i) is the indemnity of the Fund Company in favor of any Foreside Indemnitee to be
deemed to protect or indemnify the Foreside Indemnitee against any liability to which the Foreside
Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, fraud or
negligence in the performance of its duties or by reason of its reckless disregard or breach of its
obligations and duties under this Agreement, or (ii) is the Fund Company to be liable with respect
to any claim made against any Foreside Indemnitee unless the Foreside Indemnitee notifies the Fund
Company in writing of the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim are served upon the Foreside Indemnitee
(or after the Foreside Indemnitee receives notice of service on any designated agent).
Notwithstanding the foregoing, failure to notify the Fund Company of any claim shall not relieve
the Fund Company from any liability that it may have to any Foreside Indemnitee unless failure or
delay to so notify the Fund Company prejudices the Fund Company’s ability to defend against such
claim.
The Fund Company shall be entitled to participate at its own expense in the defense, or, if it
so elects, to assume the defense of any suit brought to enforce any claims, but if the Fund
Company elects to assume the defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Foreside Indemnitee, defendant or defendants in the suit. In the event the Fund
Company elects to assume the defense of any suit and retain counsel, the Foreside Indemnitee,
defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel
retained by them. If the Fund Company does not elect to assume the defense of any suit, it will
reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.
(c) Foreside agrees to indemnify and hold harmless the Fund Company and each of its Trustees,
officers and employees and any person who controls the Fund Company within the meaning of Section
15 of the Securities Act (for purposes of this paragraph, the Fund Company and each of its
Trustees, officers and employees and its controlling persons are collectively referred to as the
“Fund Indemnitees”) against any loss, liability, claim, damages or expense
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(including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon
(i) the breach of any obligation, representation or warranty under this Agreement by Foreside, or
(ii) Foreside’s failure to comply in any material respect with applicable securities laws.
In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitee to be deemed to
protect or indemnify any Fund Indemnitee against any liability to which such Fund Indemnitee would
otherwise be subject by reason of its willful misfeasance, bad faith, fraud or negligence in the
performance of its duties or by reason of its reckless disregard or breach of its obligations and
duties under this Agreement, or (ii) is Foreside to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against any Fund Indemnitee unless the
Fund Indemnitee notifies Foreside in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of the claim are
served upon the Fund Indemnitee (or after the Fund Indemnitee has received notice of service on any
designated agent). Notwithstanding the foregoing, failure to notify Foreside of any claim shall not
relieve Foreside from any liability that it may have to the Fund Indemnitee against whom such
action is brought unless failure or delay to so notify Foreside prejudices Foreside’s ability to
defend against such claim.
Foreside shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce the claim, but if Foreside elects to
assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the
Fund Indemnitee, defendant or defendants in the suit. In the event that Foreside elects to assume
the defense of any suit and retain counsel, the Fund Indemnitee, defendant or defendants in the
suit, shall bear the fees and expenses of any additional counsel retained by them. If Foreside does
not elect to assume the defense of any suit, it will reimburse the Fund Indemnitee, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel retained by them.
(d) No indemnified party shall settle any claim against it for which it intends to seek
indemnification from the indemnifying party, under the terms of Section 3(b) or 3(c) above, without
prior written notice to and consent from the indemnifying party, which consent shall not be
unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the
settlement contains a full release of liability with respect to the other party in respect of such
action.
(e) The Fund Company, and not Foreside, shall be solely responsible for approval of the
designation of the AMLO, as well as for removing the AMLO, as the case may be, from his or her
responsibilities related to the Funds. Therefore, notwithstanding the provisions of this Section
3, the Fund Company shall supervise the activities of the AMLO with regard to such activities.
(f) The Fund Company agrees that Foreside, its employees, officers and directors shall
not be liable to the Fund Company for any actions, damages, claims, liabilities, costs, expenses or
losses in any way arising out of or relating to the services described in this Agreement for an
aggregate amount in excess of two times the amount of fees paid to Foreside in
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performing services hereunder. The provisions of this paragraph shall apply regardless of
the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute,
tort (including, without limitation, negligence) or otherwise.
In no event shall the parties hereto or their respective employees, officers and directors be
liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs,
expenses or losses (including, without limitation, lost profits and opportunity costs or fines).
(g) Foreside shall not be liable for the errors of other service providers to the Fund Company
or their systems.
SECTION 4. REPRESENTATIONS AND WARRANTIES
| (a) | Foreside covenants, represents and warrants to the Fund Company that: |
(i) it is a limited liability company duly organized and in good standing under the
laws of the State of Delaware;
(ii) it is duly qualified to carry on its business in the State of Maine;
(iii) it is empowered under applicable laws and by its Operating Agreement to enter
into this Agreement and perform its duties under this Agreement;
(iv) all requisite corporate proceedings have been taken to authorize it to enter
into this Agreement and perform its duties under this Agreement;
(v) it has access to the necessary facilities, equipment, and personnel with the
requisite knowledge and experience to assist the AMLO in the performance of his or
her duties and obligations under this Agreement;
(vi) this Agreement, when executed and delivered, will constitute a legal, valid and
binding obligation of Foreside, enforceable against Foreside in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting the rights and remedies of creditors and secured
parties;
(vii) it shall make available a person who is competent and knowledgeable regarding
the AML rules and regulations and is otherwise reasonably qualified to act as an
AMLO;
(viii) it shall report to the Board promptly if it learns of AMLO malfeasance or in
the event the AMLO is terminated as an AMLO by another fund company or if the AMLO
is terminated by Foreside; and
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(ix) it shall report to the Board if at any time the AMLO is subject to the
disqualifications set forth in Section 15(b)(4) of the Exchange Act or Section 9 of
the 1940 Act.
| (b) | The Fund Company covenants, represents and warrants to Foreside that: |
(i) it is a statutory trust duly organized and in good standing under the laws of
the State of Delaware;
(ii) it is empowered under applicable laws and by its Organizational Documents to
enter into this Agreement and perform its duties under this Agreement;
(iii) all requisite corporate proceedings have been taken to authorize it to enter
into this Agreement and perform its duties under this Agreement;
(iv) it is an open-end management investment company registered under the 1940 Act;
(v) this Agreement, when executed and delivered, will constitute a legal, valid and
binding obligation of the Fund Company, enforceable against the Fund Company in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and remedies
of creditors and secured parties;
(vi) a registration statement under the Securities Act and the 1940 Act is effective
and will remain effective and appropriate State securities law filings have been
made and will continue to be made with respect to the Funds;
(vii) The AMLO shall be covered by the Fund Company’s Directors & Officers Liability
Insurance Policy (the “Policy”), and the Fund Company shall use reasonable efforts
to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b)
continued after the AMLO ceases to serve as an officer of the Fund Company on
substantially the same terms as such coverage is provided for all other Fund Company
officers after such persons are no longer officers of the Fund Company; and (c)
continued in the event the Fund Company merges or terminates, on substantially the
same terms as such coverage is provided for all other Fund Company officers (and for
a period of no less than six years). The Fund Company shall provide Foreside with
proof of current coverage, including a copy of the Policy, and shall notify Foreside
immediately should the Policy be cancelled or terminated; and
(viii) the AMLO is a named officer in the Fund Company’s corporate resolutions and
subject to the provisions of the Fund Company’s Organizational Documents regarding
indemnification of its officers.
| (c) | The Advisor covenants, represents and warrants to Foreside that: |
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(i) it is a limited liability company duly organized and in good standing under the
laws of the State of Delaware;
(ii) it is empowered under applicable laws and by its organizational documents, and
all requisite corporate proceedings have been taken to authorize it, to enter into
this Agreement and perform its Payment Obligations under this Agreement; and
(iii) with respect to its Payment Obligations hereunder, this Agreement, when
executed and delivered, will constitute a legal, valid and binding obligation of the
Advisor, enforceable against the Advisor in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the compliance services provided by Foreside pursuant to this
Agreement, the Advisor shall pay Foreside the fees and expenses set forth in Appendix A
hereto due to Foreside from the Fund Company.
All fees payable hereunder shall be accrued daily and shall be payable monthly in arrears on
the first business day of each calendar month for services performed during the prior calendar
month. All out-of-pocket charges incurred by Foreside shall be paid as incurred. If fees begin to
accrue in the middle of a month or if this Agreement terminates before the end of any month, all
fees for the period from that date to the end of that month or from the beginning of that month to
the date of termination, as the case may be, shall be prorated according to the proportion that the
period bears to the full month in which the effectiveness or termination occurs. Upon the
termination of this Agreement, the Advisor shall pay to Foreside such compensation as shall be due
and payable as of the effective date of termination.
(b) Foreside may, with respect to questions of law relating to its services hereunder, apply
to and obtain the advice of Fund Company counsel. The costs of any such advice shall be borne by
the Fund Company and paid by the Advisor.
(c) The AMLO is serving solely as an officer of the Fund Company and neither the AMLO nor
Foreside shall be responsible for, or have any obligation to pay, any of the expenses of the Fund
Company or any of its Funds. All Fund Company expenses shall be the obligation of the Fund Company
or the Advisor, which shall pay or cause to be paid all Fund expenses.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective on the date indicated above or at such time as
Foreside commences providing services under this Agreement, whichever is later (the “Effective
Date”). Upon the Effective Date, this Agreement shall constitute the entire agreement
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between the parties and shall supersede all previous agreements between the parties, whether
oral or written, relating to the Fund Company.
(b) This Agreement shall continue in effect until terminated in accordance with the provisions
hereof.
(c) This Agreement may be terminated at any time, without the payment of any penalty (i) by
the Board on sixty (60) days’ written notice to Foreside or (ii) by Foreside on sixty (60) days’
written notice to the Fund Company, provided, however, that the Board will have the right and
authority to remove the individual designated by Foreside as the Fund Company’s AMLO at any time,
with or without cause, without payment of any penalty. In this case, Foreside will designate
another employee of Foreside, subject to approval of the Board and the disinterested Trustees, to
serve as temporary AMLO until the earlier of: (i) the designation of a new permanent AMLO; or (ii)
the termination of this Agreement.
(d) Should the employment of the individual designated by Foreside to serve as the Fund
Company’s AMLO be terminated for any reason, Foreside will immediately designate another qualified
individual, subject to ratification by the Board and the disinterested Trustees, to serve as
temporary AMLO until the earlier of: (i) the designation, and approval by the Board, of a new
permanent AMLO; or (ii) the termination of this Agreement.
(e) The provisions of Sections 3, 6(e), 7, 10, 11, and 12 shall survive any termination of
this Agreement.
(f) This Agreement and the rights and duties under this Agreement shall not be assignable by
the Fund Company and/or the Advisor except by the specific written consent of Foreside or by
Foreside except by the specific written consent of the Fund Company. All terms and provisions of
this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective
successors and permitted assigns of the parties hereto.
SECTION 7. CONFIDENTIALITY
Each party shall comply with the laws and regulations applicable to it in connection with its
use of confidential information, including, without limitation, Regulation S-P (if applicable).
Foreside agrees to treat all records and other information related to the Fund Company as
proprietary information of the Fund Company and, on behalf of itself and its employees, to keep
confidential all such information, except that Foreside may release such other information (a) as
approved in writing by the Fund Company, which approval shall not be unreasonably withheld and may
not be withheld where Foreside is advised by counsel that it may be exposed to civil or criminal
contempt proceedings for failure to release the information (provided, however, that Foreside shall
seek the approval of the Fund Company as promptly as possible so as to enable the Fund Company to
pursue such legal or other action as it may desire to prevent the release of such information) or
(b) when so requested by the Fund Company.
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SECTION 8. FORCE MAJEURE
Foreside shall not be responsible or liable for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control including, without limitation, acts of civil or military authority,
national emergencies, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection,
war, riots or failure of the mails, transportation, communication system or power supply. In
addition, to the extent Foreside’s obligations hereunder are to oversee or monitor the activities
of third parties, Foreside shall not be liable for any failure or delay in the performance of
Foreside’s duties caused, directly or indirectly, by the failure or delay of such third parties in
performing their respective duties or cooperating reasonably and in a timely manner with Foreside.
SECTION 9. ACTIVITIES OF FORESIDE
(a) Except to the extent necessary to perform Foreside’s obligations under this Agreement,
nothing herein shall be deemed to limit or restrict Foreside’s right, or the right of any of
Foreside’s managers, officers or employees who also may be a director, trustee, officer or employee
of the Fund Company (including, without limitation, the AMLO), or who are otherwise affiliated
persons of the Fund Company, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, trust, firm, individual or association.
(b) Upon prior written approval by the Fund Company, Foreside may subcontract any or all of
its functions or responsibilities pursuant to this Agreement to one or more persons, which may be
affiliated persons of Foreside who agree to comply with the terms of this Agreement; provided, that
any such subcontracting shall not relieve Foreside of its responsibilities hereunder. Foreside may
pay those persons for their services, but no such payment will increase Foreside’s compensation or
reimbursement of expenses.
SECTION 10. COOPERATION WITH INDEPENDENT PUBLIC ACCOUNTANTS
Foreside and the AMLO shall cooperate with the Fund Company’s independent public accountants
and shall take reasonable action to make all necessary information available to the accountants for
the performance of such accountants’ duties.
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SECTION 11. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Fund Company and the shareholders of the Funds shall not be liable for any
obligations of the Fund Company under this Agreement, and Foreside agrees that, in asserting any
rights or claims under this Agreement with regard to the Fund Company, it shall look only to the
assets and property of the Fund Company and the Funds.
SECTION 12. MISCELLANEOUS
(a) This Agreement shall be governed by, and the provisions of this Agreement shall be
construed and interpreted under and in accordance with, the laws of the State of Delaware, without
regard to the conflict of laws provisions thereof.
(b) This Agreement may be executed by the parties hereto in any number of counterparts, and
all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(c) If any part, term or provision of this Agreement is held to be illegal, in conflict with
any law or otherwise invalid, the remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by the parties hereto and no
presumptions shall arise favoring any party by virtue of authorship of any provision of this
Agreement.
(d) Section headings in this Agreement are included for convenience only and are not to be
used to construe or interpret this Agreement.
(e) Any notice required or permitted to be given hereunder by a party to the other shall be
deemed sufficiently given if in writing and personally delivered or sent by facsimile or
registered, certified or overnight mail, postage prepaid, addressed by the party giving such notice
to the other party at the address furnished below unless and until changed by Foreside or the Fund
Company and the Advisor, as the case may be. Notice shall be given to each party at the following
address(es):
| (i) To Foreside: | (ii) To Fund Company: | |
Foreside Compliance Services, LLC
|
Precidian ETFs Trust | |
Three Canal Plaza, Suite 100
|
000 Xxxx Xxxxxx, Xxxxx 0 | |
Xxxxxxxx, XX 00000
|
Xxxxxxxxxx, XX 00000 | |
| Attn: Xxxx Xxxxxxxxxxx | ||
Phone: (000) 000-0000
|
Phone: (000) 000-0000 | |
Fax: (000) 000-0000 |
||
| with a copy to: | ||
| Precidian Funds LLC | ||
| 000 Xxxx Xxxxxx, Xxxxx 0 | ||
| Xxxxxxxxxx, XX 00000 | ||
| Attn: Xxxx Xxxxxxxxxxx | ||
| Phone: (000) 000-0000 |
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(f) Invoices for fees and expenses due to Foreside hereunder and as set forth in Appendix
A hereto shall be sent by Foreside to the address furnished below unless and until changed by
the Fund Company (Fund Company to provide reasonable advance notice of any change of billing
address to Foreside):
Precidian Funds LLC
Attn: Xxxx Xxxxxxxxxxx
000 Xxxx Xxxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xx@xxxxxxxxx.xxx
Attn: Xxxx Xxxxxxxxxxx
000 Xxxx Xxxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xx@xxxxxxxxx.xxx
(g) Nothing contained in this Agreement is intended to or shall require Foreside, in any
capacity hereunder, to perform any functions or duties on any day other than a Fund Company
business day. Functions or duties normally scheduled to be performed on any day which is not a
Fund Company business day shall be performed on, and as of, the next Fund Company business day,
unless otherwise required by law.
(h) The term “affiliate” and all forms thereof used herein shall have the meanings ascribed
thereto in the 0000 Xxx.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
names and on their behalf by and through their duly authorized officers, as of the day and year
first above written.
| PRECIDIAN ETFs TRUST |
||||
| By: | /s/ Xxxxxx XxXxxx | |||
| Name: | Xxxxxx XxXxxx | |||
| Title: | President | |||
| PRECIDIAN FUNDS LLC |
||||
| By: | /s/ Xxxxxx XxXxxx | |||
| Name: | Xxxxxx XxXxxx | |||
| Title: | Chief Executive Officer | |||
| FORESIDE COMPLIANCE SERVICES, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Xxxxx X. Xxxxxxxx, Vice President | ||||
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