AMENDMENT 1
Exhibit (e)(1)(i)
AMENDMENT 1
This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of July 23, 2020 (“Effective Date”):
| Term |
Means | |
| “Existing Agreement” | The Distribution Agreement between ALPS and the Trust dated April 16, 2018 | |
| “ALPS” | ALPS Distributors, Inc. | |
| “Trust” | Natixis ETF Trust | |
Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.
| Natixis ETF Trust | ALPS Distributors, Inc. | |||||||
| By: | /s/ Xxxxxxx Xxxx |
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx Xxxx | Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Secretary and Chief Legal Officer | Title: | Director, President and Chief Operating Officer | |||||
| Natixis ETF Trust II | ||||||||
| By: | /s/ Xxxxxxx Xxxx |
|||||||
| Name: | Xxxxxxx Xxxx | |||||||
| Title: | Secretary and Chief Legal Officer | |||||||
Schedule A to this Amendment
Effective as of the Effective Date, the Existing Agreement is amended as follows:
| 1. | The Parties hereby agree to add “Natixis ETF Trust II” as a Party to the Existing Agreement and “Natixis ETF Trust II” accepts such addition and accepts the terms of the Existing Agreement. |
| 2. | The first paragraph of the Existing Agreement shall hereby be deleted in its entirety and replaced with the following: |
“THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between Natixis ETF Trust, Natixis ETF Trust II (each of Natixis ETF Trust and Natixis ETF Trust II is a Massachusetts business trust (each shall be referred to as a “Trust”)), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).”
| 3. | All references in the Existing Agreement, including Exhibit 1 thereto, to “the Trust” and “The Trust” shall hereby be replaced with “each Trust” and “Each Trust”, respectively. |
| 4. | Appendix A—List of Funds to Exhibit 1 is deleted in its entirely and replaced with the following Appendix A—List of Funds: |
APPENDIX A—LIST OF FUNDS
| Fund |
Ticker Symbol | |
| Natixis Seeyond International Minimum Volatility ETF | MVIN | |
| Natixis Xxxxxx Xxxxxx Short Duration Income ETF | LSST | |
Natixis ETF Trust II:
| Fund |
Ticker Symbol | |
| Natixis U.S. Equity Opportunities ETF | EQOP | |
| Natixis Xxxxxxx Xxxxxx Select ETF | VNSE | |
| Natixis Xxxxxxx Xxxxxx Mid Cap ETF | VNMC | |
| 5. | Appendix B—Services to Exhibit 1 is hereby amended by adding the following Schedule of Services to Appendix B—Services: |
SCHEDULE OF SERVICES
ALPS shall provide the following services with respect to each Trust:
Statutory Distribution Services
| • | Act as legal underwriter/distributor |
| • | Provide investment company advertising and sales literature review, approval and record maintenance |
| • | Online submission, review/approval, & real-time status updates through SS&C Advertising Review Portal |
| • | File required materials with FINRA |
| • | Provide advertising regulatory and disclosure guidance |
| • | Prepare, update, execute & maintain Authorized Participant agreements |
| • | Online access provided through SS&C Client Portal |
| • | Support financial intermediary relations |
Intermediary Due Diligence and Oversight Services
| • | Review each authorized participant (“AP”) in accordance with ALPS Intermediary Oversight Program |
| • | Deliver quarter reporting detailing due diligence activity associated your network, including risk ratings of each AP firm |
SS&C Client Portal
| • | Document Management/Sharing |
| • | Initiate requests or provide feedback |
| • | Retrieval of current and historical reports stored for retention periods defined by SEC/FINRA/IRS regulations |
| • | Portfolio data warehouse with reporting engine |
| • | Investor data warehouse with ad hoc query builder |
| • | Sales and advertising workflow that connects client, compliance analyst and FINRA through an entire review process |
| • | Selling agreement review |
Distribution ETF Operations & AP Agreement Process
| • | SS&C ALPS acts as the distributor with respect to the issuance, redemption and distribution of creation units |
| • | Monitor creation and/or redemption orders in accordance with the terms of the prospectus, the AP agreement and SS&C ALPS’ policies and procedures to ensure orders are received in good form |
| • | Troubleshoot order processing issues in real-time in coordination with fund personnel and respective parties, including the Transfer Agent and AP |
| • | Assist in the processing, issuance and acceptance of manual orders for creation and redemption units dependent on the platform and trust |
| • | Coordinate with all parties including the transfer agent, custodian, trust, sponsor, ETF administrator and AP, in order to establish the unit order taking protocol and guidelines associated with AP agreements, as well as any additions or deletions to the ETFs listed under the trust and/or changes to the order-window cut-off times |
| • | Prospectus fulfilment electronically to established APs under the trust |
| • | Collaborate with capital markets team on any notices regarding changes to fees, order window cut-off time changes, holidays and/or halts in orders acceptance |
| • | Creation/redemption order activity reporting quarterly as part of the distributor’s scorecard |
| • | Negotiate and coordinate the execution of AP agreements in conjunction with sponsor’s capital markets personnel to establish necessary AP agreement |
| • | Work with both 1940 act and 1933 act products, including both passive and active ETF strategies, as well as semi-transparent ETFs |
| • | Maintain virtual library of all AP agreements and supporting documents which can be accessed via SS&C client portal under distributor/selling agreements, which provides e-mail notifications when AP agreements are completed |
| • | Prior to SEC submission, complementary review of new 485APOS and SAI filings for new funds listed under the Trust as it relates to the distributor and creation/redemption order procedures |
CONFIDENTIAL
Schedule B to this Amendment
General Terms
| 1. | Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement. |
| 2. | The Amendment shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties and thus governs the Parties’ duties and obligations with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto. |
| 3. | This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged. |
| 4. | This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement. |
