Common use of ALPS Appointment and Duties Clause in Contracts

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 13 contracts

Sources: Transfer Agency and Services Agreement, Transfer Agency and Services Agreement (Financial Investors Trust), Transfer Agency and Services Agreement (Financial Investors Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 11 contracts

Sources: Distribution Agreement (EA Series Trust), Distribution Agreement (Direxion Shares ETF Trust), Distribution Agreement (Themes ETF Trust)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified distribution services set forth in this Agreement on Appendix B heretoB, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. (c) ALPS shall not be responsible for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes (but not including labor problems or work stoppages at ALPS or any of its affiliates), or loss of data or service interruptions caused by equipment failure that is beyond the reasonable control of ALPS.

Appears in 8 contracts

Sources: Distribution Agreement (Arbitrage Funds), Distribution Agreement (Arbitrage Funds), Distribution Agreement (Whitebox Mutual Funds)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified distribution services set forth in this Agreement on Appendix B heretoA, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. (c) ALPS or its affiliate shall designate a relationship manager (the “Relationship Manager”) to oversee the distribution services set forth in this Agreement and to serve as the main point of contact for the Fund. The Fund may reasonably request a change, in writing, of such Relationship Manager and such request shall be considered and determined in ALPS’ sole discretion. ALPS or its affiliate shall promptly notify the Fund in the event ALPS intends to designate a new Relationship Manager.

Appears in 7 contracts

Sources: Distribution Agreement (FS Multi-Alternative Income Fund), Distribution Agreement (FS Energy Total Return Fund), Distribution Agreement (FS Credit Income Fund)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust Fund hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 6 contracts

Sources: Transfer Agency and Services Agreement (Northeast Investors Growth Fund Inc), Transfer Agency and Services Agreement (GLG Investment Series Trust), Transfer Agency and Services Agreement (Wakefield Alternative Series Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent FAN Web Services), Appendix D (Transfer Agent IVR TA2000 VOICE Services), Appendix E (VISION Access) and Appendix E F (ALPS Virtual AccessAccess (AVA)) attached hereto, 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. (c) 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 Trust or the Funds in any way or otherwise be deemed an agent of the TrustTrust or the Funds. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 6 contracts

Sources: Transfer Agency and Services Agreement (ALPS Series Trust), Transfer Agency and Services Agreement (ALPS Series Trust), Transfer Agency and Services Agreement (ALPS Series Trust)

ALPS Appointment and Duties. (a) The Trust on behalf of each Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust or each Fund in any way or otherwise be deemed an agent of the Trusteach Fund. The Trust acknowledges that ALPS does not render legal, tax or investment advice and that ALPS is not a registered broker-dealer. (db) ALPS may employ or associate itself with any person such person(s) or organization organization(s) as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons person(s) or organizations organization(s) shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons person(s) or organizations organization(s) taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 4 contracts

Sources: Administration, Bookkeeping and Pricing Services Agreement (ALPS Series Trust), Administration, Bookkeeping and Pricing Services Agreement (ALPS Series Trust), Administration, Bookkeeping and Pricing Services Agreement (ALPS Series Trust)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust Fund hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, each 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 4 contracts

Sources: Transfer Agency and Service Agreement (Whitebox Mutual Funds), Transfer Agency and Service Agreement (Whitebox Mutual Funds), Transfer Agency and Service Agreement (Whitebox Mutual Funds)

ALPS Appointment and Duties. (a) The Trust on behalf of the Funds hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust or the Funds in any way or otherwise be deemed an agent of the TrustFunds. The Trust acknowledges that ALPS does not render legal, tax or investment advice and that ALPS is not a registered broker-dealer. (db) ALPS may employ or associate itself with any person such person(s) or organization organization(s) as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons person(s) or organizations organization(s) shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons person(s) or organizations organization(s) taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 3 contracts

Sources: Administration, Bookkeeping and Pricing Services Agreement (Sprott ETF Trust), Administration, Bookkeeping and Pricing Services Agreement (Harvest Volatility Edge Trust), Administration, Bookkeeping and Pricing Services Agreement (Harvest Volatility Edge Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent FAN Web Services), Appendix D (Transfer Agent IVR TA2000 VOICE Services), Appendix E (VISION Access) and Appendix E F (ALPS Virtual AccessAccess (AVA)) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 3 contracts

Sources: Transfer Agency and Services Agreement (Goehring & Rozencwajg Investment Funds), Transfer Agency and Services Agreement (Goehring & Rozencwajg Investment Funds), Transfer Agency and Services Agreement (Centre Funds)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified distribution services set forth in this Agreement on Appendix B heretoB, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. (c) ALPS or its affiliate shall designate a relationship manager (the “Relationship Manager”) to oversee the distribution services set forth in this Agreement and to serve as the main point of contact for the Trust. The Trust may reasonably request a change, in writing, of such Relationship Manager and such request shall be considered and determined in ALPS’ sole discretion. ALPS or its affiliate shall promptly notify the Trust in the event ALPS intends to designate a new Relationship Manager.

Appears in 3 contracts

Sources: Distribution Agreement (FS Series Trust), Distribution Agreement (FS Series Trust), Distribution Agreement (FS Series Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide to the transfer agent Funds the fund accounting, pricing and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ employ, delegate or associate itself with any a person or organization persons, agents 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 Trust 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. (c) In performing hereunder, ALPS shall provide, at its expense, office space, facilities, equipment and personnel. (d) ALPS shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Funds, distribution of shares of the Funds, maintenance of the Funds’ financial records or other services normally performed by the Funds’ counsel or independent auditors, however an affiliate of ALPS may perform certain above-described services pursuant to a separate agreement. (e) The Trust shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any), transfer agent, and any other service provider to cooperate with ALPS and to provide ALPS, upon request, with such information, documents and advice relating to the Trust as is within the possession or knowledge of such persons, and which in the opinion of ALPS, is necessary in order to enable it to perform its duties hereunder. ALPS shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to the accuracy, validity or propriety of any information, documents or advice provided to ALPS by any of the aforementioned persons. ALPS shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to cause any information, documents or advice to be provided to ALPS as provided herein and shall be held harmless by the Trust when acting in reliance upon such information, documents or advice relating to the Trust. All fees or costs charged by such persons shall be borne by the Trust. In the event that any services performed by ALPS hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by ALPS which ALPS in its reasonable judgment deems reliable, ALPS shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. (f) Nothing in this Agreement shall limit or restrict ALPS, any affiliate of ALPS or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to same or all of the services provided hereunder. (g) Subject to the provisions of this Agreement, ALPS shall compute the net asset value per share of the Funds and shall value the securities held by the Funds at such times and dates and in the manner specified in each Fund’s valuation procedures and in the then currently effective Prospectus of the relevant Fund, except that notwithstanding any language in the Prospectus, in no event shall ALPS be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely the responsibility of the Funds. To the extent valuation of securities or computation of a net asset value as specified in the Fund's then currently effective Prospectus is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify ALPS in writing and thereafter shall either furnish ALPS at all appropriate times with the values of such securities and the Fund's net asset value, or subject to the prior approval of ALPS, instruct ALPS in writing to value securities and compute net asset value in a manner which the Trust then represents in writing to be consistent with all applicable laws and regulations. The Trust may also from time to time, subject to the prior approval of ALPS, instruct ALPS in writing to compute the value of the securities or net asset value in a manner other than as specified in this paragraph. By giving such instruction, the Trust shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations, the applicable Fund’s valuation procedures and the then currently effective Prospectus of the Fund. The Trust shall have sole responsibility for determining the method of valuation of securities and the method of computing net asset value. (h) The Trust shall furnish ALPS with any and all instructions, explanations, information, specifications and documentation deemed necessary by ALPS in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Trust liabilities and expenses. ALPS shall not be required to include as Trust liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Trust shall have specified to ALPS the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Trust shall also furnish ALPS with bid, offer, or market values of Securities if ALPS notifies the Trust that same are not available to ALPS from a security pricing or similar service utilized, or subscribed to, by ALPS which ALPS in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Trust also may furnish ALPS with bid, offer, or market values of Securities and instruct ALPS to use such information in its calculations hereunder. ALPS shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any particular securities pricing or similar service. (i) ALPS may apply to an officer or duly authorized agent of the Trust for written instructions with respect to any matter arising in connection with ALPS’s performance hereunder for the Trust, and ALPS shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of ALPS, set forth in writing any action proposed to be taken or omitted to be taken by ALPS with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and ALPS shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, ALPS has received written instructions in response to such application specifying the action to be taken or omitted. (j) ALPS may consult with counsel to the Trust (at the Trust’s expense) or its own counsel, (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. (k) Notwithstanding any other provision contained in this Agreement or Appendix B attached hereto, ALPS shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Trust, (ii) the taxable nature or effect on the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Trust to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of the Trust making or not making any distribution or dividend payment, or any election with respect thereto. (l) ALPS shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Appendix B attached hereto, and no covenant or obligation shall be implied against ALPS in connection with this Agreement. (m) ALPS, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund's liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of Trust shares effected by or on behalf of the Trust. In the event ALPS’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by ALPS which ALPS in its judgment deems reliable, ALPS shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, ALPS shall not be required to inquire into any valuation of securities or other assets by the Funds or any third party described in this Agreement even though ALPS, in performing services similar to the services provided pursuant to this Agreement for others, may receive different valuations of the same or different securities of the same issuers. (n) ALPS, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Funds is or will be actually paid, but will accrue such interest until otherwise instructed by the Fund. (o) ALPS shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without ALPS, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, communications or computer (hardware or software) services. Nor shall ALPS be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than ALPS to supply any instructions, explanations, information, specifications or documentation deemed necessary by ALPS in the performance of its duties under this Agreement.

Appears in 3 contracts

Sources: Fund Accounting and Services Agreement (ALPS ETF Trust), Fund Accounting and Services Agreement (Elevation ETF Trust), Fund Accounting and Services Agreement (Elevation ETF Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each Fund listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Funds or the Trust in any way or otherwise be deemed an agent of the TrustFunds. (db) ALPS may employ or associate itself with any a person or organization 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 neither the Trust nor the Funds 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.

Appears in 3 contracts

Sources: Distribution Agreement (Lattice Strategies Trust), Distribution Agreement (Lattice Strategies Trust), Distribution Agreement (Lattice Strategies Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each Fund listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. (c) ALPS shall not be responsible for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes (but not including labor problems or work stoppages at ALPS or any of its affiliates), or loss of data or service interruptions caused by equipment failure that is beyond the reasonable control of ALPS.

Appears in 2 contracts

Sources: Distribution Agreement (IndexIQ Active ETF Trust), Distribution Agreement (IndexIQ Active ETF Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. Notwithstanding the foregoing, ALPS will not outsource the scope of the services performed under this Agreement to DST Systems, Inc., its parent company or its affiliates (collectively the “Parent Company”). However, ALPS may in its day-to-day performance of the services under this Agreement utilize certain technologies or processes provided to ALPS by its Parent Company.

Appears in 2 contracts

Sources: Administration, Bookkeeping and Pricing Services Agreement (Stadion Investment Trust), Administration, Bookkeeping and Pricing Services Agreement (Stadion Investment Trust)

ALPS Appointment and Duties. (a) The Trust fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 responsibilities of ALPS, and the Trust 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.

Appears in 2 contracts

Sources: Distribution Agreement (Ook Inc), Distribution Agreement (Ook Inc)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent FAN Web Services), Appendix D (Transfer Agent IVR TA2000 VOICE Services), Appendix E (VISION Access) and Appendix E F (ALPS Virtual AccessAccess (AVA)) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts. Notwithstanding the foregoing, ALPS will not outsource the scope of the services performed under this Agreement to DST Systems, Inc., its parent company or its affiliates (collectively, the “Parent Company”). However, ALPS may in its day-to-day performance of the services under this Agreement utilize certain technologies or processes provided to ALPS by its Parent Company.

Appears in 2 contracts

Sources: Transfer Agency and Services Agreement (Stadion Investment Trust), Transfer Agency and Services Agreement (Stadion Investment Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified distribution services set forth in this Agreement on Appendix B heretoB, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. Notwithstanding the foregoing, ALPS will not outsource the scope of the services performed under this Agreement to DST Systems, Inc., its parent company or its affiliates (collectively the “Parent Company”). However, ALPS may in its day-to-day performance of the services under this Agreement utilize certain technologies or processes provided to ALPS by its Parent Company.

Appears in 2 contracts

Sources: Distribution Agreement (Stadion Investment Trust), Distribution Agreement (Stadion Investment Trust)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide to each Portfolio the transfer agent and other specified services set forth in Appendix B B, Appendix C and Appendix F attached hereto, as amended from time to timetime (the “Services”), upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) ALPS shall for all purposes be deemed to be an independent contractor in connection with providing the Services and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Trust Fund in any way or otherwise be deemed an agent of the TrustFund with respect to providing the Services. (db) ALPS may employ or associate itself with any a person or organization 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 Trust Fund shall bear no cost or obligation with respect thereto; and provided further that ALPS shall (i) appropriately supervise such person or persons or organizations; (ii) not be relieved of any of its obligations under this Agreement in such event event; and shall (iii) be responsible for all acts or omissions of any such person or persons or organizations taken in furtherance of this Agreement to the same extent it would be responsible for its own actsacts or omissions.

Appears in 1 contract

Sources: Transfer Agency Interactive Client Services Agreement (AQR Funds)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide to the transfer agent Funds the fund accounting, pricing and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ employ, delegate or associate itself with any a person or organization persons, agents 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 Trust 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. (c) In performing hereunder, ALPS shall provide, at its expense, office space, facilities, equipment and personnel. (d) ALPS shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Funds, distribution of shares of the Funds, maintenance of the Funds’ financial records or other services normally performed by the Funds’ counsel or independent auditors, however an affiliate of ALPS may perform certain above-described services pursuant to a separate agreement. (e) The Trust shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any), transfer agent, and any other service provider to cooperate with ALPS and to provide ALPS, upon request, with such information, documents and advice relating to the Trust as is within the possession or knowledge of such persons, and which in the opinion of ALPS, is necessary in order to enable it to perform its duties hereunder. ALPS shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to the accuracy, validity or propriety of any information, documents or advice provided to ALPS by any of the aforementioned persons. ALPS shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to cause any information, documents or advice to be provided to ALPS as provided herein and shall be held harmless by the Trust when acting in reliance upon such information, documents or advice relating to the Trust. All fees or costs charged by such persons shall be borne by the Trust. In the event that any services performed by ALPS hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by ALPS which ALPS in its reasonable judgment deems reliable, ALPS shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. (f) Nothing in this Agreement shall limit or restrict ALPS, any affiliate of ALPS or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to same or all of the services provided hereunder. (g) Subject to the provisions of this Agreement, ALPS shall compute the net asset value per share of the Funds and shall value the securities held by the Funds at such times and dates and in the manner specified in each Fund’s valuation procedures and in the then currently effective Prospectus of the relevant Fund, except that notwithstanding any language in the Prospectus, in no event shall ALPS be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely the responsibility of the Funds. To the extent valuation of securities or computation of a net asset value as specified in the Fund’s then currently effective Prospectus is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify ALPS in writing and thereafter shall either furnish ALPS at all appropriate times with the values of such securities and the Fund’s net asset value, or subject to the prior approval of ALPS, instruct ALPS in writing to value securities and compute net asset value in a manner which the Trust then represents in writing to be consistent with all applicable laws and regulations. The Trust may also from time to time, subject to the prior approval of ALPS, instruct ALPS in writing to compute the value of the securities or net asset value in a manner other than as specified in this paragraph. By giving such instruction, the Trust shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations, the applicable Fund’s valuation procedures and the then currently effective Prospectus of the Fund. The Trust shall have sole responsibility for determining the method of valuation of securities and the method of computing net asset value. (h) The Trust shall furnish ALPS with any and all instructions, explanations, information, specifications and documentation deemed necessary by ALPS in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Trust liabilities and expenses. ALPS shall not be required to include as Trust liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Trust shall have specified to ALPS the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Trust shall also furnish ALPS with bid, offer, or market values of Securities if ALPS notifies the Trust that same are not available to ALPS from a security pricing or similar service utilized, or subscribed to, by ALPS which ALPS in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Trust also may furnish ALPS with bid, offer, or market values of Securities and instruct ALPS to use such information in its calculations hereunder. ALPS shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any particular securities pricing or similar service. (i) ALPS may apply to an officer or duly authorized agent of the Trust for written instructions with respect to any matter arising in connection with ALPS’s performance hereunder for the Trust, and ALPS shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of ALPS, set forth in writing any action proposed to be taken or omitted to be taken by ALPS with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and ALPS shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, ALPS has received written instructions in response to such application specifying the action to be taken or omitted. (j) ALPS may consult with counsel to the Trust (at the Trust’s expense) or its own counsel, (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. (k) Notwithstanding any other provision contained in this Agreement or Appendix B attached hereto, ALPS shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Trust, (ii) the taxable nature or effect on the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Trust to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of the Trust making or not making any distribution or dividend payment, or any election with respect thereto. (1) ALPS shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Appendix B attached hereto, and no covenant or obligation shall be implied against ALPS in connection with this Agreement. (m) ALPS, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of Trust shares effected by or on behalf of the Trust. In the event ALPS’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by ALPS which ALPS in its judgment deems reliable, ALPS shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, ALPS shall not be required to inquire into any valuation of securities or other assets by the Funds or any third party described in this Agreement even though ALPS, in performing services similar to the services provided pursuant to this Agreement for others, may receive different valuations of the same or different securities of the same issuers. (n) ALPS, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Funds is or will be actually paid, but will accrue such interest until otherwise instructed by the Fund. (o) ALPS shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without ALPS, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, communications or computer (hardware or software) services. Nor shall ALPS be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than ALPS to supply any instructions, explanations, information, specifications or documentation deemed necessary by ALPS in the performance of its duties under this Agreement.

Appears in 1 contract

Sources: Fund Accounting and Services Agreement (Elevation ETF Trust)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B heretoB, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) F attached hereto, 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. (c) . 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ engage with persons or associate itself with any person or organization organizations as ALPS believes to be desirable to assist ALPS in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts. Notwithstanding the foregoing, ALPS may not employ or engage persons or organizations for assistance in connection with the performance of its duties hereunder if such employment or engagement would effectively cause such services to not be performed by ALPS.

Appears in 1 contract

Sources: Transfer Agency Interactive Client Services Agreement (Caldwell & Orkin Funds Inc)

ALPS Appointment and Duties. (a) The Trust Company hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Company in any way or otherwise be deemed an agent of the TrustCompany. (db) ALPS may employ or associate itself with any a person or organization 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 responsibilities of ALPS, and the Trust Company 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.

Appears in 1 contract

Sources: Distribution Agreement (TXF Funds Inc)

ALPS Appointment and Duties. (a) The Trust Fund and DIVIDEND CAPITAL hereby appoints appoint ALPS to provide the transfer agent administrative, tax and other specified bookkeeping and pricing services as are set forth in Appendix B heretoA, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund or DIVIDEND CAPITAL in any way or otherwise be deemed an agent of the TrustFund or DIVIDEND CAPITAL. (db) ALPS may employ or associate itself with any a person or organization 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, ALPS and neither DIVIDEND CAPITAL nor the Trust Fund shall bear no any 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.

Appears in 1 contract

Sources: Administrative, Tax, Bookkeeping and Pricing Services Agreement (Dividend Capital Strategic Global Realty Fund)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services set forth in Appendix B A hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. The Fund acknowledges that ALPS does not render legal, tax or investment advice and that ALPS is not a registered broker-dealer. (db) ALPS may employ or associate itself with any person such person(s) or organization organization(s) as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons person(s) or organizations organization(s) shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons person(s) or organizations organization(s) taken in furtherance of this Agreement to the same extent it would be for its own acts. (c) The parties hereto agree and acknowledge that that certain Sub-Administration, Bookkeeping and Pricing Services Agreement dated as March 25th, 2019 (the “Prior Agreement”) is hereby replaced, superseded and terminated with the Agreement effective as of the date of the Agreement and thereafter the Prior Agreement shall have no force or effect and the parties shall have no rights, responsibilities, delivery or payment obligations under the Prior Agreement.

Appears in 1 contract

Sources: Administration, Bookkeeping and Pricing Services Agreement (X-Square Balanced Fund, LLC)

ALPS Appointment and Duties. (a) The Trust on behalf of each Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services for the Funds set forth in Appendix B hereto, as amended from time to timetime as agreed upon by both parties, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services.. Pursuant to one or more separate agreements, ALPS may provide special services to, and/or provide assistance with special projects of, the Funds which are outside of the scope of the services listed in Appendix B. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) ALPS shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this AgreementAgreement or as may otherwise be required by law or regulation, have no authority to act for or represent the Trust or any Fund in any way or otherwise be deemed an agent of the TrustFund. In performing the foregoing services, ALPS shall reasonably cooperate with the Chief Compliance Officer of the Trust with respect to requests for information and other assistance regarding the obligations of the Trust and the Funds in respect of Rule 38a-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). (dc) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Administration, Bookkeeping and Pricing Services Agreement (Salient MF Trust)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent marketing, administrative, bookkeeping and other specified pricing services as are set forth in Appendix B heretoA, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. (c) ALPS will permit individuals who are officers or employees of ALPS to serve (if duly elected or appointed) as officers, trustees, members of any committee of the Board of Trustees, members of any advisory board, or members of any other committee of the Fund, without remuneration or other cost to the Fund; provided, however, that notwithstanding anything contained herein to the contrary, the Fund may pay compensation to, and expenses of, the Fund’s Chief Compliance Officer to the extent that the Board of Trustees expressly so authorizes, regardless of whether such officer is also an officer or employee of ALPS or an affiliate of ALPS. (d) ALPS will provide necessary executive and other personnel, including personnel for the performance of clerical and other office functions for the performance of the services contemplated by this Agreement.

Appears in 1 contract

Sources: Marketing, Administration, Bookkeeping and Pricing Services Agreement (Stone Harbor Emerging Markets Total Income Fund)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) ALPS shall for all purposes be deemed to be an independent contractor and shall, shall except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (Aberdeen Standard Investments ETFs)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services set forth in Appendix B A hereto, as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such The effective date of the appointment and agrees to furnish such specified services. will be August 1, 2008 (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services“Start Date”), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) . 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) Upon consent of the Fund, ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Administration, Bookkeeping and Pricing Services Agreement (Boulder Growth & Income Fund)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each Fund listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust.. ALPS Form 110508 (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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 (including obligations related to confidentiality) 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.

Appears in 1 contract

Sources: Distribution Agreement (Tidal Trust II)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust or the Funds in any way or otherwise be deemed an agent of the TrustTrust or the Funds. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 1 contract

Sources: Transfer Agency and Services Agreement (Oak Associates Funds)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto as amended from time to time, upon the terms and conditions hereinafter set ALPS Form 110508 forth. ALPS hereby accepts such appointment and agrees to furnish such specified services. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (ALPS ETF Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each Fund listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) ALPS shall for all purposes be deemed to be an independent contractor and shall, ALPS Form 110508 except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (EGA Emerging Global Shares Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (d) ALPS may employ or associate itself with any person or organization 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 Trust 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.

Appears in 1 contract

Sources: Transfer Agency and Services Agreement (James Advantage Funds)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent FAN Web Services), Appendix D (Transfer Agent IVR TA2000 VOICE Services), Appendix E (VISION Access) and Appendix E F (ALPS Virtual AccessAccess (AVA)) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust shall bear no cost or obligation with respect thereto; and ALPS Form 12/2009 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 1 contract

Sources: Transfer Agency and Service Agreement (Cornercap Group of Funds /Va/)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 responsibilities of ALPS, and the Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (Ook Inc)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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 ALPS 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 ALPS would be for its own acts. (c) ALPS agrees to provide services described herein in accordance with the Performance Standards set forth in Exhibit 1 of Appendix B and incorporated herein (the "Performance Standards"). Such Performance Standards may be amended from time to time upon written agreement by the parties. The Performance Standards are subject to all terms and conditions of this Agreement, including without limitation, provisions relating to force majeure and standard of care, and ALPS shall not be subject to the Performance Standards when (i) ALPS has declared a disaster and must operate pursuant to its business interruption plan; and/or (ii) in the case of events beyond ALPS’ reasonable control, including without limitation, force majeure events as set forth in Section 5 herein. In addition, it is understood and agreed that the Performance Standards are dependent upon timely cooperation and timely authorization by the Fund, its investment adviser or custodian or other authorized third parties.

Appears in 1 contract

Sources: Administration, Bookkeeping and Pricing Services Agreement (Heartland Group Inc)

ALPS Appointment and Duties. (a) The Trust on behalf of the Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services for the Fund set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust or the Fund in any way or otherwise be deemed an agent of the TrustFund. The Fund acknowledges that ALPS does not render legal or investment advice and that ALPS is not a registered broker-dealer. (dc) ALPS may employ or associate itself with any person such person(s) or organization organization(s) as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons person(s) or organizations organization(s) shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons person(s) or organizations organization(s) taken in furtherance of this Agreement to the same extent it would be for its own acts.

Appears in 1 contract

Sources: Administration, Bookkeeping and Pricing Services Agreement (Index Funds)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust.. ALPS Form 110508 (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (Sprott ETF Trust)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each series listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization persons or organizations as ALPS reasonably 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (CSOP ETF Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS to provide to the transfer agent Funds the fund accounting, pricing and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ employ, delegate or associate itself with any a person or organization persons, agents 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 Trust 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. (c) In performing hereunder, ALPS shall provide, at its expense, office space, facilities, equipment and personnel. (d) ALPS shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Funds, distribution of shares of the Funds, maintenance of the Funds’ financial records or other services normally performed by the Funds’ counsel or independent auditors, however an affiliate of ALPS may perform certain above-described services pursuant to a separate agreement. (e) The Trust shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any), transfer agent, and any other service provider to cooperate with ALPS and to provide ALPS, upon request, with such information, documents and advice relating to the Trust as is within the possession or knowledge of such persons, and which in the opinion of ALPS, is necessary in order to enable it to perform its duties hereunder. ALPS shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to the accuracy, validity or propriety of any information, documents or advice provided to ALPS by any of the aforementioned persons. ALPS shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to cause any information, documents or advice to be provided to ALPS as provided herein and shall be held harmless by the Trust when acting in reliance upon such information, documents or advice relating to the Trust. All fees or costs charged by such persons shall be borne by the Trust. In the event that any services performed by ALPS hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by ALPS which ALPS in its reasonable judgment deems reliable, ALPS shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. (f) Nothing in this Agreement shall limit or restrict ALPS, any affiliate of ALPS or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to same or all of the services provided hereunder. (g) Subject to the provisions of this Agreement, ALPS shall compute the net asset value per share of the Funds and shall value the securities held by the Funds at such times and dates and in the manner specified in each Fund’s valuation procedures and in the then currently effective Prospectus of the relevant Fund, except that notwithstanding any language in the Prospectus, in no event shall ALPS be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely the responsibility of the Funds. To the extent valuation of securities or computation of a net asset value as specified in the Fund’s then currently effective Prospectus is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify ALPS in writing and thereafter shall either furnish ALPS at all appropriate times with the values of such securities and the Fund’s net asset value, or subject to the prior approval of ALPS, instruct ALPS in writing to value securities and compute net asset value in a manner which the Trust then represents in writing to be consistent with all applicable laws and regulations. The Trust may also from time to time, subject to the prior approval of ALPS, instruct ALPS in writing to compute the value of the securities or net asset value in a manner other than as specified in this paragraph. By giving such instruction, the Trust shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations, the applicable Fund’s valuation procedures and the then currently effective Prospectus of the Fund. The Trust shall have sole responsibility for determining the method of valuation of securities and the method of computing net asset value. (h) The Trust shall furnish ALPS with any and all instructions, explanations, information, specifications and documentation deemed necessary by ALPS in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Trust liabilities and expenses. ALPS shall not be required to include as Trust liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Trust shall have specified to ALPS the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Trust shall also furnish ALPS with bid, offer, or market values of Securities if ALPS notifies the Trust that same are not available to ALPS from a security pricing or similar service utilized, or subscribed to, by ALPS which ALPS in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Trust also may furnish ALPS with bid, offer, or market values of Securities and instruct ALPS to use such information in its calculations hereunder. ALPS shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any particular securities pricing or similar service. (i) ALPS may apply to an officer or duly authorized agent of the Trust for written instructions with respect to any matter arising in connection with ALPS’s performance hereunder for the Trust, and ALPS shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of ALPS, set forth in writing any action proposed to be taken or omitted to be taken by ALPS with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and ALPS shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, ALPS has received written instructions in response to such application specifying the action to be taken or omitted. (j) ALPS may consult with counsel to the Trust (at the Trust’s expense) or its own counsel, (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. (k) Notwithstanding any other provision contained in this Agreement or Appendix B attached hereto, ALPS shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Trust, (ii) the taxable nature or effect on the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Trust to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of the Trust making or not making any distribution or dividend payment, or any election with respect thereto. (l) ALPS shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Appendix B attached hereto, and no covenant or obligation shall be implied against ALPS in connection with this Agreement. (m) ALPS, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of Trust shares effected by or on behalf of the Trust. In the event ALPS’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by ALPS which ALPS in its judgment deems reliable, ALPS shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, ALPS shall not be required to inquire into any valuation of securities or other assets by the Funds or any third party described in this Agreement even though ALPS, in performing services similar to the services provided pursuant to this Agreement for others, may receive different valuations of the same or different securities of the same issuers. (n) ALPS, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Funds is or will be actually paid, but will accrue such interest until otherwise instructed by the Fund. (o) ALPS shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without ALPS, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, communications or computer (hardware or software) services. Nor shall ALPS be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than ALPS to supply any instructions, explanations, information, specifications or documentation deemed necessary by ALPS in the performance of its duties under this Agreement.

Appears in 1 contract

Sources: Fund Accounting and Services Agreement (ALPS ETF Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of shares of each Fund listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust or a Fund in any way or otherwise be deemed an agent of the TrustTrust or a Fund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (USCF ETF Trust)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.. ALPS Form 110508

Appears in 1 contract

Sources: Distribution Agreement (Valkyrie ETF Trust II)

ALPS Appointment and Duties. (a) The Trust hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each Fund and to provide perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust in any way or otherwise be deemed an agent of the Trust.. ALPS Form 110508 (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (ETF Series Solutions)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent administrative, bookkeeping and other specified pricing services as are set forth in Appendix B heretoAPPENDIX A, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization persons or organizations, including affiliates of ALPS, 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, ALPS and the Trust 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. ALPS will obtain approval from the Fund's Board of Trustees ("Board") prior to employing or associating with such persons or organizations. (c) ALPS will permit individuals who are officers or employees of ALPS to serve (if duly elected or appointed) as officers, Trustees, members of any committee of the Board, members of any advisory board, or members of any other committee of the Fund, without remuneration or other cost to the Fund; provided, however, that notwithstanding anything contained herein to the contrary, the Fund may pay compensation to, and expenses of, the Fund's Chief Compliance Officer to the extent that the Board expressly so authorizes, regardless of whether such officer is also an officer or employee of ALPS or an affiliate of ALPS. (d) ALPS will provide necessary executive and other personnel, including personnel for the performance of clerical and other office functions, exclusive of those functions: (a) related to and to be performed under the Fund's contract or contracts for custodial, accounting, transfer, and dividend disbursing agency or other services by any entity, including ALPS or its affiliates, selected to perform such services under such contracts; and (b) related to the services to be provided under a Fund Management or Portfolio Management Agreement.

Appears in 1 contract

Sources: Administration, Bookkeeping and Pricing Services Agreement (Liberty All Star Equity Fund)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B heretohereto with respect to the Portfolios, 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. (b) The Trust Fund hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust 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 persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.. ALPS Form 12/2009

Appears in 1 contract

Sources: Transfer Agency and Services Agreement (Brown Capital Management Mutual Funds)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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. (c) ALPS agrees to provide services described herein in accordance with the Service Levels/Performance Standards set forth in Exhibit 1 of Appendix B and incorporated herein (the “Performance Standards”). Such Performance Standards may be amended from time to time upon written agreement by the parties. The Performance Standards are subject to all terms and conditions of this Agreement, including without limitation, provisions relating to force majeure and standard of care, and ALPS shall not be subject to the Performance Standards when (i) ALPS has declared a disaster and must operate pursuant to its business interruption plan; and/or (ii) in the case of events beyond ALPS’ reasonable control, including without limitation, force majeure events as set forth in Section 5 herein. In addition, it is understood and agreed that the Performance Standards are dependent upon timely cooperation and timely authorization by the Fund, its investment adviser or custodian or other authorized third parties.

Appears in 1 contract

Sources: Transfer Agency and Services Agreement (Heartland Group Inc)

ALPS Appointment and Duties. (a) The Trust Fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in Appendix A hereto, as may be amended from time to provide time, and to perform the transfer agent and other specified services duties that are set forth in Appendix B hereto, hereto 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. (b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, 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. (c) 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 Trust Fund in any way or otherwise be deemed an agent of the Trust.Fund. ALPS Form 110508 (db) ALPS may employ or associate itself with any a person or organization 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 Trust 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.

Appears in 1 contract

Sources: Distribution Agreement (Principal Exchange-Traded Funds)