DISTRIBUTION AGREEMENT
THIS
AGREEMENT is made as of June 15, 2010, between GLG Investment Series Trust, a
Delaware trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation
(“ALPS”).
WHEREAS,
the Fund is an open-end diversified investment company registered under the
Investment Company Act of 1940, as amended, presently consisting of the
portfolios listed in Appendix
A;
WHEREAS,
ALPS is registered as a broker-dealer under the Securities Exchange Act of 1934
(the “1934 Act”) and a member of the Financial Industry Regulatory Authority
(“FINRA”); and
WHEREAS,
the Fund wishes to employ the services of ALPS in connection with the promotion
and distribution of the shares of the Fund (the “Shares”).
NOW,
THEREFORE, in consideration of the mutual promises and undertakings herein
contained, the parties agree as follows.
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1.
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ALPS Appointment and
Duties.
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(a)
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The
Fund hereby appoints ALPS to provide the distribution services set forth
in this Agreement on Appendix B, as
amended from time to time, upon the terms and conditions hereinafter set
forth. ALPS hereby accepts such appointment and agrees to
furnish such specified services. ALPS shall for all purposes be
deemed to be an independent contractor and shall, except as otherwise
expressly authorized in this Agreement, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the
Fund.
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(b)
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ALPS
may employ or associate itself with a person or persons or organizations
as ALPS believes to be desirable in the performance of its duties
hereunder; provided that, in such event, the compensation of such person
or persons or organizations shall be paid by and be the sole
responsibility of ALPS, and the Fund shall bear no cost or obligation with
respect thereto; and provided further that ALPS shall not be relieved of
any of its obligations under this Agreement in such event and shall be
responsible for all acts of any such person or persons or organizations
taken in furtherance of this Agreement to the same extent it would be for
its own acts.
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2.
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ALPS Compensation;
Expenses.
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(a)
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ALPS
will bear all expenses in connection with the performance of its services
under this Agreement, except as otherwise provided herein. ALPS
will not bear any of the costs of Fund personnel. Other Fund
expenses incurred shall be borne by the Fund or the Fund’s investment
adviser, including, but not limited to, initial organization and offering
expenses; the blue sky registration and qualification of Shares for sale
in the various states in which the officers of the Fund shall determine it
advisable to qualify such Shares for sale (including registering the Fund
as a broker or dealer or any officer of the Fund as agent or salesman in
any state); litigation expenses; taxes; costs of preferred shares;
expenses of conducting repurchase offers for the purpose of repurchasing
Fund shares; administration, transfer agency, and custodial expenses;
interest; Fund directors’ or trustees’ fees; brokerage fees and
commissions; state and federal registration fees; advisory fees; insurance
premiums; fidelity bond premiums; Fund and investment advisory related
legal expenses; costs of maintenance of Fund existence; printing and
delivery of materials in connection with meetings of the Fund’s directors
or trustees; printing and mailing of shareholder reports, prospectuses,
statements of additional information, other offering documents and
supplements, proxy materials, and other communications to shareholders;
securities pricing data and expenses in connection with electronic filings
with the U.S. Securities and Exchange Commission (the
“SEC”).
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3.
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Documents. The
Fund has furnished or will furnish, upon request, ALPS with copies of the
Fund’s Declaration of Trust, advisory agreement, custodian agreement,
transfer agency agreement, administration agreement, current prospectus,
statement of additional information, periodic Fund reports, and all forms
relating to any plan, program or service offered by the
Fund. The Fund shall furnish, within a reasonable time period,
to ALPS a copy of any amendment or supplement to any of the
above-mentioned documents. Upon request, the Fund shall furnish
promptly to ALPS any additional documents necessary or advisable to
perform its functions hereunder. As used in this Agreement the
terms “registration statement,” “prospectus” and “statement of additional
information” shall mean any registration statement, prospectus and
statement of additional information filed by the Fund with the SEC and any
amendments and supplements thereto that are filed with the
SEC.
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4.
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Sales of
Shares.
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(a)
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The
Fund grants to ALPS the right to sell the Shares as agent on behalf of the
Fund, during the term of this Agreement, subject to the registration
requirements of the Securities Act of 1933, as amended (the “1933 Act”),
the Investment Company Act of 1940, as amended (the “1940 Act”), and of
the laws governing the sale of securities in the various states (“Blue Sky
Laws”), under the terms and conditions set forth in this
Agreement. ALPS shall have the right to sell, as agent on
behalf of the Fund, the Shares covered by the registration statement,
prospectus and statement of additional information for the Fund then in
effect under the 1933 Act and 1940 Act. Upon notice to ALPS by
the Fund, no shares shall be distributed or offered by ALPS under any
provisions of this Agreement and no orders for purchases of Shares
hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any provisions of
the 1933 Act, or if and so long as a current prospectus as required by
Section 5(b)(2) of the 1933 Act is not on file with the
SEC.
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(b)
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The
rights granted to ALPS shall be exclusive, except that the Fund reserves
the right to sell Shares directly to investors on applications received
and accepted by the Fund.
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(c)
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Except
as otherwise noted in the Fund’s current prospectus and/or statement of
additional information, all Shares sold to investors by ALPS or the Fund
will be sold at the public offering price. The public offering
price for all accepted subscriptions will be the net asset value per
Share, as determined in the manner described in the Fund’s current
prospectus and/or statement of additional
information.
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(d)
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The
Fund shall receive the net asset value per Share on all
sales. If a fee in connection with shareholder redemptions is
in effect, such fee will be paid to the Fund. The net asset
value of the Shares will be calculated by the Fund or by another entity on
behalf of the Fund. ALPS has no duty to inquire into, or
liability for, the accuracy of the net asset value per Share as
calculated.
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(e)
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The
Fund reserves the right to suspend sales and ALPS’ authority to process
orders for Shares on behalf of the Fund if, in the judgment of the Fund,
it is in the best interests of the Fund to do so. Suspension
will continue for such period as may be determined by the
Fund.
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(f)
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In
consideration of these rights granted to ALPS, ALPS agrees to use its best
efforts to solicit orders for the sale of the Shares at the public
offering price and will undertake such advertising and promotion as it
believes is reasonable in connection with such
solicitation. ALPS shall review and file such materials
(including all sales literature, such as advertisements, brochures and
shareholder communications) with the SEC and/or FINRA to the extent
required by the 1934 Act and the 1940 Act and the rules and regulations
thereunder, and by the rules of FINRA. This shall not prevent
ALPS from entering into like arrangements (including arrangements
involving the payment of underwriting commissions) with other
issuers. ALPS will act only on its own behalf as principal
should it choose to enter into selling agreements with selected dealers or
others. The terms of the selling agreements ALPS enters into
with selected dealers or others will require such financial intermediaries
to conform to the applicable provisions of the Fund’s prospectus and
statement of additional information and relevant rules and regulations
relating to the sale of investment company shares, including with respect
to the public offering of the
Shares.
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(g)
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ALPS
is not authorized by the Fund to give any information or to make any
representations other than those contained in the registration statement
or prospectus and statement of additional information, or contained in
shareholder reports or other material relating to the Fund that may be
prepared by or on behalf of the Fund for ALPS’ use. Consistent
with the foregoing, ALPS may prepare and distribute sales literature or
other material as it may deem appropriate in consultation with, and
subject to the approval of, the Fund or its counsel, provided such sales
literature complies with applicable law and
regulations.
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(h)
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The
Fund agrees that it will take all action necessary to register the Shares
under the 1933 Act and the 1940 Act (subject to the necessary approval of
its shareholders). The Fund shall make available to ALPS, at
ALPS’ expense, such number of copies of its prospectus, statement of
additional information, and periodic reports as ALPS may reasonably
request. The Fund shall furnish to ALPS copies of all
information, financial statements and other papers, which ALPS may
reasonably request for use in connection with the distribution of Shares
of the Fund.
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(i)
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The
Fund agrees to execute any and all documents and to furnish any and all
information and otherwise to take all actions that may be reasonably
necessary in connection with the qualification of the Shares for sale in
such states as ALPS may designate. The Fund must notify ALPS in
writing of the states in which the Shares may be sold and must notify ALPS
in writing of any changes to the information contained in the previous
notification.
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(j)
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The
Fund shall not use the name of ALPS, or any of its affiliates, in any
prospectus or statement of additional information, sales literature, and
other material relating to the Fund in any manner without the prior
written consent of ALPS (which shall not be unreasonably withheld);
provided, however, that ALPS hereby approves all lawful uses of the names
of ALPS and its affiliates in the prospectus and statement of additional
information of the Fund and in all other materials which merely refer in
accurate terms to its appointment hereunder or which are required by the
SEC, FINRA, OCC or any state securities
authority.
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(k)
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Neither
ALPS nor any of its affiliates shall use the name of the Fund in any
publicly disseminated materials, including sales literature, in any manner
without the prior consent of the Fund (which shall not be unreasonably
withheld); provided, however, that the Fund hereby approves all lawful
uses of its name in any required regulatory filings of ALPS which merely
refer in accurate terms to the appointment of ALPS hereunder, or which are
required by the SEC, FINRA, OCC or any state securities
authority.
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(l)
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ALPS
will promptly transmit any orders received by it for purchase, redemption,
or exchange of the Shares to the Fund’s transfer
agent.
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(m)
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The
Fund agrees to issue Shares of the Fund and to request The Depository
Trust Company to record on its books the ownership of such Shares in
accordance with the book-entry system procedures described in the
prospectus in such amounts as ALPS has requested through the transfer
agent in writing or other means of data transmission, as promptly as
practicable after receipt by the Fund of the requisite deposit securities
and cash component (together with any fees) and acceptance of such order,
upon the terms described in the Registration
Statement.
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(n)
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The
Fund agrees that it will take all action necessary to register an
indefinite number of Shares under the 0000 Xxx. The Fund shall
make available to ALPS, at ALPS’ expense, such number of copies of its
prospectus, statement of additional information, and periodic reports as
ALPS may reasonably request. The Fund will furnish to ALPS
copies of all information, financial statements and other papers, which
ALPS may reasonably request.
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(o)
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The
Fund agrees to execute any and all documents and to furnish any and all
information and otherwise to take all actions that may be reasonably
necessary in connection with the qualification of the Shares for sale in
such states as ALPS may designate. The Fund will keep ALPS
informed of the jurisdictions in which Shares of the Fund are authorized
for sale and shall promptly notify ALPS of any change in this
information.
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5.
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Insurance. ALPS
agrees to maintain fidelity bond and liability insurance coverages which
are, in scope and amount, consistent with coverages customary for
distribution activities relating to the Fund. ALPS shall notify
the Fund upon receipt of any notice of material, adverse change in the
terms or provisions of its insurance coverage. Such
notification shall include the date of change and the reason or reasons
therefor. ALPS shall notify the Fund of any material claims
against it, whether or not covered by insurance, and shall notify the Fund
from time to time as may be appropriate of the total outstanding claims
made by it under its insurance
coverage.
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6.
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Right to Receive
Advice.
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(a)
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Advice of the Fund and
Service Providers. If ALPS is in doubt as to any action
it should or should not take, ALPS may request directions, advice, or
instructions from the Fund or, as applicable, the Fund’s investment
adviser, custodian, or other service
providers.
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(b)
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Advice of
Counsel. If ALPS is in doubt as to any question of law
pertaining to any action it should or should not take, ALPS may request
advice from counsel of its own choosing, who may be counsel for the Fund
or the Fund’s investment adviser (each, at the Fund’s expense) or ALPS (at
the expense of ALPS).
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(c)
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Conflicting
Advice. In the event of a conflict between directions,
advice or instructions ALPS receives from the Fund or any service provider
and the advice ALPS receives from counsel, ALPS may in its sole discretion
rely upon and follow the advice of counsel. ALPS will provide
the Fund with prior written notice of its intent to follow advice of
counsel that is materially inconsistent with directions, advice or
instructions from the Fund. Upon request, ALPS will provide the
Fund with a copy of the advice of counsel received pursuant to section
6(b).
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7.
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Standard of Care;
Limitation of Liability;
Indemnification.
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(a)
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ALPS
shall be obligated to act in good faith and to exercise commercially
reasonable care and diligence in the performance of its duties under this
Agreement.
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(b)
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In
the absence of willful misfeasance, bad faith, negligence, or reckless
disregard by ALPS in the performance of its duties, obligations, or
responsibilities set forth in this Agreement, ALPS and its affiliates,
including their respective officers, directors, agents, and employees,
shall not be liable for, and the Fund agrees to indemnify, defend and hold
harmless such persons from, all taxes, charges, expenses, assessments,
claims, and liabilities (including, without limitation, attorneys’ fees
and disbursements and liabilities arising under applicable federal and
state laws) arising directly or indirectly from the
following:
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(i)
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the
inaccuracy of factual information furnished to ALPS by the Fund or the
Fund’s investment adviser, custodians, or other service
providers;
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(ii)
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any
untrue statement of a material fact or omission of a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, the 1940 Act, or any other statute or the
common law, in any registration statement, prospectus, statement of
additional information, shareholder report, or other information filed or
made public by the Fund (as amended from time to time), except to the
extent the statement or omission was made in reliance upon, and in
conformity with, information furnished to the Fund by or on behalf of
ALPS;
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(iii)
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any
error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Agreement
relates;
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(iv)
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losses,
delays, failure, errors, interruption or loss of data occurring directly
or indirectly by reason of circumstances beyond its reasonable control,
including without limitation, acts of God, action or inaction of civil or
military authority, war, terrorism, riot, fire, flood, sabotage, labor
disputes, elements of nature, or non-performance by a third
party;
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(v)
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ALPS’
reliance on any instruction, direction, notice, instrument or other
information that ALPS reasonably believes to be
genuine;
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(vi)
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loss
of data or service interruptions caused by equipment failure (subject to
Section 16 herein regarding ALPS’ business interruption plan);
or
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(vii)
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any
other action or omission to act which ALPS takes in connection with the
provision of services to the Fund.
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(c)
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ALPS
shall indemnify and hold harmless the Fund, the Fund’s investment adviser
and their respective officers, directors, agents, and employees from and
against any and all taxes, charges, expenses, assessments, claims, and
liabilities (including, without limitation, attorneys’ fees and
disbursements and liabilities arising under applicable federal and state
laws) arising directly or indirectly from ALPS’ willful misfeasance, bad
faith, negligence, or reckless disregard in the performance of its duties,
obligations, or responsibilities set forth in this
Agreement.
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(d)
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Notwithstanding
anything in this Agreement to the contrary, neither party shall be liable
under this Agreement to the other party hereto for any punitive,
consequential, special or indirect losses or damages. Any
indemnification payable by a party to this Agreement shall be net of
insurance maintained by the indemnified party as of the time the claim
giving rise to indemnity hereunder is alleged to have arisen to the extent
it covers such claim.
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8.
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Activities of
ALPS. The services of ALPS under this Agreement are not
to be deemed exclusive, and ALPS shall be free to render similar services
to others. The Fund recognizes that from time to time
directors, officers and employees of ALPS may serve as directors, officers
and employees of other corporations or businesses (including other
investment companies) and that such other corporations and businesses may
include ALPS as part of their name and that ALPS or its affiliates may
enter into distribution agreements or other agreements with such other
corporations and businesses.
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9.
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Accounts and
Records. The accounts and records maintained by ALPS
shall be the property of the Fund. ALPS shall prepare, maintain
and preserve such accounts and records as required by the 1940 Act and
other applicable securities laws, rules and regulations. ALPS
shall surrender such accounts and records to the Fund, in the form in which
such accounts and records have been maintained or preserved, promptly upon receipt
of instructions from the Fund. The Fund shall have access to
such accounts and records at all times during ALPS’ normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by ALPS to the Fund at the Fund’s
expense. ALPS shall assist the Fund, the Fund’s independent
auditors, or, upon approval of the Fund, any regulatory body, in any
requested review of the Fund’s accounts and records, and reports by ALPS
or its independent accountants concerning its accounting system and
internal auditing controls will be open to such entities for audit or
inspection upon reasonable request. ALPS or its undersigned as
defined by Rule 17a-4 of the Securities and Exchange Act (the “Exchange
Act”), shall have access to all electronic communications of registered
representatives of ALPS that are associated with the Fund and are required
to be maintained under Rule 17a-4 of the Exchange Act and FINRA Rules 3110
and 3010. Electronic storage media maintained by the Fund will
comply with Rule 17a-4 of the Exchange
Act.
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10.
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Confidential and
Proprietary Information. ALPS agrees that it will, on
behalf of itself and its officers and employees, treat all transactions
contemplated by this Agreement, and all records and information relative
to the Fund and its current and former shareholders and other information
germane thereto, as confidential and as proprietary information of the
Fund and not to use, sell, transfer, or divulge such information or
records to any person for any purpose other than performance of its duties
hereunder, except after prior notification to and approval in writing from
the Fund, which approval shall not be unreasonably
withheld. Approval may not be withheld where ALPS may be
exposed to civil, regulatory, or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when requested by the Fund. When requested to
divulge such information by duly constituted authorities, ALPS shall use
reasonable commercial efforts to request confidential treatment of such
information and shall notify the Fund in advance of its intention to
comply with such request. ALPS shall have in place and maintain
physical, electronic, and procedural safeguards reasonably designed to
protect the security, confidentiality, and integrity of, and to prevent
unauthorized access to or use of records and information relating to the
Fund and its current and former
shareholders.
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11.
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Compliance with Rules
and Regulations. ALPS shall comply (and to the extent
ALPS takes or is required to take action on behalf of the Fund hereunder
shall cause the Fund to comply) with all applicable requirements of the
FINRA (including compliance with applicable prospectus delivery
requirements as well as the making of any other required disclosures),
1940 Act and other applicable laws, rules, regulations, orders and code of
ethics, as well as all investment restrictions, policies and procedures
adopted by the Fund of which ALPS has knowledge (it being understood that
ALPS is deemed to have knowledge of all investment restrictions, policies
or procedures set out in the Fund’s public filings or otherwise provided
to ALPS). Except as set out in this Agreement, ALPS assumes no
responsibility for such compliance by the Fund. ALPS shall
maintain at all times a program reasonably designed to prevent violations
of the federal securities laws (as defined in Rule 38a-1 under the 0000
Xxx) with respect to the services provided, and shall provide to the Fund
a certification to such effect no less than annually or as otherwise
reasonably requested by the Fund. ALPS shall make available its
compliance personnel and shall provide at its own expense summaries and
other relevant materials relating to such program as reasonably requested
by the Fund.
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12.
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Representations and
Warranties of ALPS. ALPS represents and warrants to the
Fund that:
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(a)
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It
is duly organized and existing as a corporation and in good standing under
the laws of the State of Colorado.
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(b)
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It
is empowered under applicable laws and by its Articles of Incorporation
and Bylaws to enter into and perform this
Agreement.
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(c)
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All
requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
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(d)
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It
has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement in accordance with industry
standards.
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(e)
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ALPS
has conducted a review of its supervisory controls system and has made
available to the Fund the most current report of such review and any
updates thereto. Every time ALPS conducts a review of its
supervisory control system it will make available to the Fund for
inspection a report of such review and any updates
thereto. ALPS shall immediately notify the Fund of any changes
in how it conducts its business that would materially change the results
of its most recent review of its supervisory controls system and any other
changes to ALPS’ business that would affect the business of the Fund or
the Fund’s investment adviser.
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13.
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Representations and
Warranties of the Fund. The Fund represents and warrants
to ALPS that:
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(a)
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It
is a trust duly organized and existing and in good standing under the laws
of the state of Delaware and is registered with the SEC as an open-end
diversified management investment
company.
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(b)
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It
is empowered under applicable laws and by its Declaration of Trust and
By-laws to enter into and perform this
Agreement.
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(c)
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The
Board of Trustees of the Fund has duly authorized it to enter into and
perform this Agreement.
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(d)
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Notwithstanding
anything in this Agreement to the contrary, the Fund agrees not to make
any modifications to its registration statement or adopt any policies
which would affect materially the obligations or responsibilities of ALPS
hereunder without the prior written approval or ALPS, which approval shall
not be unreasonably withheld or
delayed.
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14.
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Consultation Between
the Parties. ALPS and the Fund shall regularly consult
with each other regarding ALPS’ performance of its obligations under this
Agreement. In connection therewith, the Fund shall submit to
ALPS at a reasonable time in advance of filing with the SEC reasonably
final copies of any amended or supplemented registration statement
(including exhibits) under the 1933 Act and the 1940 Act; provided,
however, that nothing contained in this Agreement shall in any way limit
the Fund’s right to file at any time such amendments to any registration
statement and/or supplements to any prospectus or statement of additional
information, of whatever character, as the Fund may deem advisable, such
right being in all respects absolute and
unconditional.
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15.
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Anti-Money
Laundering. ALPS agrees to maintain an anti-money
laundering program in compliance with Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and all
applicable laws and regulations promulgated thereunder. ALPS
confirms that, as soon as possible, following the request from the Fund,
ALPS will supply the Fund with copies of ALPS’ anti-money laundering
policy and procedures, and such other relevant certifications and
representations regarding such policy and procedures as the Fund may
reasonably request from time to
time.
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16.
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Business Interruption
Plan. ALPS shall maintain in effect a business
interruption plan, and enter into any agreements necessary with
appropriate parties making reasonable provisions for emergency use of
electronic data processing equipment customary in the
industry. In the event of equipment failures, ALPS shall, at no
additional expense to the Fund, take commercially reasonable steps to
minimize service interruptions.
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17.
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Duration and
Termination of this
Agreement.
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(a)
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Initial
Term. This Agreement shall become effective as of the
date first written above (the “Start Date”) and shall continue thereafter
throughout the period that ends two (2) years after the Start Date (the
“Initial Term”).
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(b)
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Renewal
Term. If not sooner terminated, this Agreement shall
renew at the end of the Initial Term and shall thereafter continue for
successive annual periods, provided such continuance is specifically
approved at least annually (i) by the Fund’s Board of Trustees or (ii) by
a vote of a majority of the outstanding voting securities of the relevant
portfolio of the Fund, provided that in either event the continuance is
also approved by the majority of the Trustees of the Fund who are not
interested persons (as defined in the 0000 Xxx) of any party to this
Agreement by vote cast in person at a meeting called for the purpose of
voting on such approval. If a Plan is in effect, continuance of
the plan and this Agreement must be approved at least annually by a
majority of the Trustees of the Fund who are not interested persons (as
defined in the 0000 Xxx) and have no financial interest in the operation
of such plan or in any agreements related to such plan, cast in person at
a meeting called for the purpose of voting on such
approval.
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(c)
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This
Agreement is terminable without penalty on sixty (60) days’ written notice
by the Fund’s Board of Trustees, by vote of the holders of a majority of
the outstanding voting securities of the relevant portfolio of the Fund,
or by ALPS.
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(d)
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Deliveries Upon
Termination. Upon termination of this Agreement, ALPS
agrees to cooperate in the orderly transfer of distribution duties and
shall deliver to the Fund or as otherwise directed by the Fund (at the
expense of the Fund) all records and other documents made or accumulated
in the performance of its duties for the Fund hereunder. In the
event ALPS gives notice of termination under this Agreement, it will
continue to provide the services contemplated hereunder after such
termination at the contractual rate for up to 120 days, provided that the
Fund uses all reasonable commercial efforts to appoint such replacement on
a timely basis.
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18.
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Assignment. This
Agreement will automatically terminate in the event of its assignment (as
defined in the 1940 Act). This Agreement shall not be
assignable by the Fund without the prior written consent of
ALPS.
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19.
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20.
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Names. The
obligations of the Fund entered into in the name or on behalf thereof by
any director, shareholder, representative, or agent thereof are made not
individually, but in such capacities, and are not binding upon any of the
directors, shareholders, representatives or agents of the Fund personally,
but bind only the property of the Fund, and all persons dealing with the
Fund must look solely to the property of the Fund for the enforcement of
any claims against the Fund.
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21.
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Amendments to this
Agreement. This Agreement may only be amended by the
parties in writing.
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22.
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Notices. All
notices and other communications hereunder shall be in writing, shall be
deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is
given):
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To
ALPS:
ALPS
Distributors, Inc.
0000
Xxxxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Attn: General
Counsel
Fax: (000)
000-0000
To the
Fund:
000 Xxxx
Xxx.
Xxx Xxxx,
XX 00000
Attn:
Fax:
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23.
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Counterparts. This
Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same
instrument.
|
|
24.
|
Entire
Agreement. This Agreement embodies the entire agreement
and understanding among the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof; provided,
however, that ALPS may embody in one or more separate documents its
agreement, if any, with respect to delegated duties and oral
instructions.
|
|
25.
|
Severability. If
any provision or provisions of this Agreement shall be held invalid,
unlawful or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired.
|
|
26.
|
Survival. All
provisions herein regarding indemnification, liability, confidentiality
and governing law shall survive the termination of this
Agreement.
|
|
|
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
|
By:
|
||
|
Name: Xxxxxxxxx
San Xxxxxx
|
||
|
Title: Trustee
|
||
|
ALPS
FUND SERVICES, INC.
|
||
|
By:
|
||
|
Name: Xxxxxx
X. Xxxxxx
|
||
|
Title: President
|
||
|
|
APPENDIX
A
LIST OF
PORTFOLIOS
GLG
International Small/Mid Cap Fund – Institutional Class
|
|
APPENDIX
B
SERVICES
|
·
|
Act
as legal underwriter/distributor
|
|
·
|
Maintain
licensing of sponsor’s staff
|
|
·
|
Coordinate
testing
|
|
·
|
File
documentation
|
|
·
|
Maintain
and supervise existing
registrations
|
|
·
|
Prepare,
update, execute and maintain broker/dealer selling
agreements
|
|
·
|
Review/file
all marketing materials (including Internet sites) with
FINRA
|
