Common use of Contractual Settlement Clause in Contracts

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities must be delivered through the National Securities Clearing Corporation (“NSCC”) to a Depository Trust Company (“DTC”) account maintained at the Custodian of the Company on or before the Domestic Contractual Settlement Date (defined below). The AP must also make available on or before the Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to Company and (ii) trade date plus three (t +3) Business Days. Except as provided in the next two paragraphs, a Creation Unit of Shares of any Fund will be issued concurrently with the transfer of good title to Company of the portfolio of Deposit Securities through the NSCC’s Continuous Net Settlement (“CNS”) system and the payment of the Cash Component and the purchase Transaction Fee through CNS. (2) The Company reserves the right to permit the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the Company, subject to the approval of the Board, may adjust the “Transaction Fee” within the parameters described in the Prospectus. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus.

Appears in 2 contracts

Sources: Authorized Participant Agreement (IndexIQ Active ETF Trust), Authorized Participant Agreement (IndexIQ ETF Trust)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing Process : (1) Except as provided below, the securities in the Creation Basket Deposit Securities (“Deposit Securities”) of any domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian of the Company on or before the Domestic Contractual Settlement Date (defined below). The AP must also make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Companythe Trust, immediately available or same day funds estimated by Company the Trust to be sufficient to pay the Cash Component next determined after acceptance cash component of the Purchase OrderCreation Basket Deposit (the “Cash Component”), together with the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the CompanyTrust. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of next Business Day following the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to Company and (ii) trade date plus three Purchase Order Date (t +3+ 1) or such later Business DaysDay, not to exceed three Business Days after the Purchase Order Date, as agreed to between the AP and the Transfer Agent when the Purchase Order is placed. Except as provided in the next two paragraphs, a Creation Unit of Shares of any Fund will be issued concurrently in accordance with the transfer of good title terms, conditions and guarantees as set forth in CNS agreements to Company of which the portfolio of Deposit Securities through the NSCC’s Continuous Net Settlement (“CNS”) system Custodian and the payment of the Cash Component and the purchase Transaction Fee through CNSAP have entered into. (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount amount) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic domestic Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and Process, additional cost, if any, to acquire the omitted securities will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the Company, subject to the approval of the Board, may adjust the “Transaction Fee” within the parameters described in the Prospectus. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulationAP. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing Process: (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Deposit SecuritiesShares must be delivered to the Trust and, the Deposit Instruments, any cash in lieu amounts and Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Instruments representing Creation Unit Units of Shares of and any Fund cash component will be issued delivered concurrently with the transfer of good title to Company the Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNS.; (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Security Instrument with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyTrust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Instruments notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery and maintenance of collateral consisting of cash having a value at least equal to 110% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by Trust at such time, and in such manner, as the Trust may determine in its sole discretion. (b) Outside the CNS Clearing Process: (1) Except as provided below, the Shares must be delivered to an account maintained at the Custodian on or before the Business Day immediately following the date on which the NAV of the redemption was calculated. The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component next determined after acceptance of the Redemption Order, less the applicable Transaction Fee (as described in the Prospectus). The “International Contractual Settlement Date” of an International Fund is the earlier of (i) the date upon which all of the Deposit Instruments are delivered to the AP and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where the any of the securities of such International Fund are customarily traded. (2) Deliveries of redemption proceeds by the Funds generally will be made within three (3) Business Days. Due to the schedule of holidays in certain countries, however, the delivery of in-kind Deposit Instruments of International Funds may take longer than three Business Days after the day on which the Redemption Order is placed. (3) Except as provided in the next two paragraphs, the Deposit Instruments will not be delivered until the transfer of good title to the Trust of the required Creation Unit(s) of Shares has been completed. When the Custodian confirms that the required Shares (or, when permitted in the sole discretion of the Trust, the cash collateral has been received by the account, the Custodian will cause the delivery of the Deposit Instruments. (4) The Trust may in its sole discretion permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Instrument which may not be available in sufficient quantity for delivery or for other similar reasons. If the Trust notifies Distributor that a “cash in lieu” amount will be delivered, the Distributor will notify the AP and the AP shall receive, on behalf of itself or the party on whose behalf it is acting, the “cash in lieu” amount, with any appropriate adjustments as advised by the Trust. The AP may also elect to replace any Deposit Instruments with a “cash in lieu” amount to the extent that the AP is not authorized to purchase the particular Deposit Instruments from the Fund or is not able to sell the particular Deposit Instruments in the secondary market, consistent with restrictions in applicable law or the AP’s internal policies and procedures. (5) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares (Order Date +1), the Trust may deliver the Deposit Instruments notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery on Order Date +1 and subsequent maintenance of collateral consisting of cash having a value at least equal to 110% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Authorized Participant Agreement (Virtus ETF Trust II)

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities the Creation Units of a Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian of the Company applicable custodian on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required shares must be delivered to the Trust and, the Deposit Securities, the Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit of Shares of any Fund Units will be issued concurrently with the transfer of good title to Company Trust of the portfolio required number of Deposit Securities shares through the NSCC’s 's Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNS. (2) DTC. The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares shares of such Fund; but the Company, subject to the approval of the Board, Trust may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. In the event that the number of shares is insufficient on the settlement date for Creation Units, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing shares as soon as possible, which undertaking shall be secured by such the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by Distributor upon request. The parties hereto further agree that Trust may purchase the missing shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such securities and the value of the collateral, which may be sold by Trust at such time, and in such manner, as Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Transfer Agency and Service Agreement (Exchange Traded Spreads Trust)

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian of the Company Trust on or before the Domestic Contractual Settlement Date (defined below). The AP must also make available on or before the Contractual Settlement Date, by means satisfactory to CompanyTrust, immediately available or same day funds estimated by Company Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares Units of the CompanyTrust. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to Company Trust and (ii) trade date plus three (t +3) Business Days. Except as provided in the next two paragraphs, a Creation Unit of Shares Units of any Fund will be issued concurrently with the transfer of good title to Company Trust of the portfolio of Deposit Securities through the NSCC’s 's Continuous Net Settlement (“CNS”) system and the payment of the Cash Component and the purchase Transaction Fee through CNS. (2) DTC. The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount amount) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares shares of such Fund; but the Company, subject to the approval of the Board, . The Trust may adjust the “Transaction Fee” within the parameters described below to protect ongoing shareholders. In the event that a deposit made in consideration for Creation Units is incomplete on the Prospectussettlement date because certain or all of the Deposit Securities are missing, the Trust may issue a Creation Unit notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Deposit Securities, marked to market daily. The parties hereto further agree that the Company also reserves may purchase the right missing Deposit Securities at any time and the AP agrees to permit accept liability for any shortfall between the substitution of a cash in lieu amount to be added cost to the Cash Component for Custom Orders to replace any Deposit Security Company of purchasing such securities and the acquisition value of which by the Company would be prohibited by applicable law or regulationcollateral, provided that such cost is reasonable under the circumstances. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus.

Appears in 1 contract

Sources: Transfer Agency and Service Agreement (Exchange Traded Spreads Trust)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing Process: (1) Except as provided below, Deposit Securities the Shares of any domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Deposit Shares must be delivered to the Trust and the Redemption Securities, the any cash in lieu amounts and Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three one (t +3+ 1) Business DaysDay). Except as provided in the next two paragraphs, a Creation Unit of Shares of the Redemption Securities and any Fund cash component will be issued delivered concurrently with the transfer of good title to Company the Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s Continuous Net Settlement (CNS) system and the payment of the Cash Component and the purchase Transaction Fee through CNS.system; (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Redemption Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the Company, subject to the approval of the Board, may adjust the “Transaction Fee” within the parameters described in the Prospectus). The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is may be subject to additional requirements and fees as discussed in the Prospectus. (3) If the Fund’s DTC account has not been credited with all of the Baskets to be redeemed by the end of the settlement date, the redemption distribution is delivered to the extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the next Business Day to the extent of remaining whole Baskets received if the Fund receives the fee applicable to the extension of the Redemption Distribution Date which the Sponsor may, from time to time, determine and the remaining Redemption Baskets are credited to the Fund’s DTC account on such next Business Day. Any further outstanding amount of the Redemption Order shall be cancelled. Pursuant to instruction from the Sponsor, the Trust may deliver the redemption distribution notwithstanding a deficiency in a Redemption Basket in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery and maintenance of collateral consisting of cash having a value at least equal to 115% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. (b) Outside the CNS Clearing Process: (1) Except as provided below, the Shares must be delivered to an account maintained at the Custodian on or before the International Contractual Settlement Date (defined below). The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component, less the applicable Transaction Fee (as described in the Prospectus). The “International Contractual Settlement Date” of an international Fund is the earlier of (i) the date upon which all of the Redemption Securities are delivered to the AP and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where the any of the securities of such international Fund are customarily traded. (2) Deliveries of redemption distributions by the Funds generally will be made within three (3) Business Days. Due to the schedule of holidays in certain countries, however, the delivery of in-kind Redemption Securities of international Funds may take longer than three Business Days after the day on which the Redemption Order is placed. (3) Except as provided in the next two paragraphs, the Deposit Securities will not be delivered until the transfer of good title to the Trust of the required Redemption Baskets of Shares has been completed. When the Custodian confirms that the required Shares (or, when permitted in the sole discretion of the Trust, the cash collateral) have been received by the account, the Custodian will cause the delivery of the Redemption Securities. (4) The Trust may in its sole discretion permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Redemption Security which may not be available in sufficient quantity for delivery or for other similar reasons. If the Trust notifies the Distributor that a “cash in lieu” amount will be delivered, the Distributor will notify the AP and the AP shall receive, on behalf of itself or the party on whose behalf it is acting, the “cash in lieu” amount, with any appropriate adjustments as advised by the Trust. The AP may also elect to replace any Redemption Securities with a “cash in lieu” amount to the extent that the AP is not authorized to purchase the particular Redemption Securities from the Fund or is not able to sell the particular Redemption Securities in the secondary market, consistent with restrictions in applicable law or the AP’s internal policies and procedures. (5) In the event that the number of Shares is insufficient on the International Contractual Settlement Date, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery on the International Contractual Settlement Date and subsequent maintenance of collateral consisting of cash having a value at least equal to 115% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust)

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities must be delivered through the National Securities Clearing Corporation (“NSCC”) to a Depository Trust Company (“DTC”) account maintained at the Custodian of the Company on or before the Domestic Contractual Settlement Date (defined below). The AP must also make available on or before the Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to Company and (ii) trade date plus three (t +3) Business Days. Except as provided in the next two paragraphs, a Creation Unit of Shares of any the Fund will be issued concurrently with the transfer of good title to Company of the portfolio of Deposit Securities through the NSCC’s Continuous Net Settlement (“CNS”) system and the payment of the Cash Component and the purchase Transaction Fee through CNSDTC. (2) The Company reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such the Fund; but the Company, subject to the approval of the Board, may adjust the “Transaction Fee” within the parameters described in the Prospectus. The Company also reserves the right below to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulationprotect ongoing shareholders. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus.

Appears in 1 contract

Sources: Authorized Participant Agreement (Ook Inc)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing Process: (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, the any cash in lieu amounts and Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of and any Fund cash component will be issued delivered concurrently with the transfer of good title to Company the Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNS.; (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyTrust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery and maintenance of collateral consisting of cash having a value at least equal to % of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by Trust at such time, and in such manner, as the Trust may determine in its sole discretion. (b) Outside the CNS Clearing Process: (1) Except as provided below, the Shares must be delivered to an account maintained at the Custodian on or before the Business Day immediately following the date on which the NAV of the redemption was calculated. The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component next determined after acceptance of the Redemption Order, less the applicable Transaction Fee (as described in the Prospectus). The “International Contractual Settlement Date” of an International Fund is the earlier of (i) the date upon which all of the Deposit Securities are delivered to the AP and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where the any of the securities of such International Fund are customarily traded. (2) Deliveries of redemption proceeds by the Funds generally will be made within three (3) Business Days. Due to the schedule of holidays in certain countries, however, the delivery of in-kind Deposit Securities of International Funds may take longer than three Business Days after the day on which the Redemption Order is placed. (3) Except as provided in the next two paragraphs, the Deposit Securities will not be delivered until the transfer of good title to the Trust of the required Creation Unit(s) of Shares has been completed. When the Custodian confirms that the required Shares (or, when permitted in the sole discretion of the Trust, the cash collateral has been received by the account, the Custodian will cause the delivery of the Deposit Securities. (4) The Trust may in its sole discretion permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or for other similar reasons. If the Trust notifies Distributor that a “cash in lieu” amount will be delivered, the Distributor will notify the AP and the AP shall receive, on behalf of itself or the party on whose behalf it is acting, the “cash in lieu” amount, with any appropriate adjustments as advised by the Trust. At the discretion of the Trust or the Distributor, the AP may also be permitted to replace any Deposit Securities with a “cash in lieu” amount to the extent that the AP is not authorized to purchase the particular Deposit Securities from the Fund or is not able to sell the particular Deposit Securities in the secondary market, consistent with restrictions in applicable law or the AP’s internal policies and procedures. (5) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares (Order Date +1), the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery on Order Date +1 and subsequent maintenance of collateral consisting of cash having a value at least equal to % of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Authorized Participant Agreement (Reality Shares ETF Trust)

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation ("NSCC") to a Depository Trust Company Company ("DTC") account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Company will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The "Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Company and, the Deposit Securities, the Cash Component and less any other cash amounts which may be due fees are delivered by the Company to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of any Fund will be issued concurrently with the transfer of good title to Company of the portfolio required number of Deposit Securities Shares through the NSCC’s 's Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNSDTC. (2) The Company reserves the right to permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such FundFund ; but the Company, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Company may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by Distributor upon request. The parties hereto further agree that Company may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Company of purchasing such securities and the value of the collateral, which may be sold by Company at such time, and in such manner, as Company may determine in its sole discretion.

Appears in 1 contract

Sources: Authorized Participant Agreement (TDAX Funds, Inc.)

Contractual Settlement. (a) for For Domestic Funds: (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) to a Depository Trust Company Trust (“DTC”) account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The "Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, the Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of any Fund will be issued concurrently with the transfer of good title to Company Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s 's Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNSDTC. (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such FundFund ; but the CompanyTrust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by Distributor upon request. The parties hereto further agree that Trust may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such securities and the value of the collateral, which may be sold by Trust at such time, and in such manner, as Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Authorized Participant Agreement

Contractual Settlement. (a) for For Domestic Funds: (1) Except as provided below, Deposit Securities must be delivered through the National Securities Clearing Corporation (“NSCC”) to a Depository Trust Company Trust (“DTC”) account maintained at the Custodian of the Company Trust on or before the Domestic Contractual Settlement Date (defined below). The AP must also make available on or before the Contractual Settlement Date, by means satisfactory to CompanyTrust, immediately available or same day funds estimated by Company Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the CompanyTrust. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to Company Trust and (ii) trade date plus three (t +3) Business Days. Except as provided in the next two paragraphs, a Creation Unit of Shares of any Fund will be issued concurrently with the transfer of good title to Company Trust of the portfolio of Deposit Securities through the NSCC’s 's Continuous Net Settlement (“CNS”) system and the payment of the Cash Component and the purchase Transaction Fee through CNSDTC. (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyTrust, subject to the approval of the Board, may adjust the "Transaction Fee" within the parameters described in the Prospectus. The Company also reserves the right below to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulationprotect ongoing shareholders. (3) Any In the event that a Creation Deposit is incomplete on the settlement outside date for a Creation Unit of Shares because certain or all of the CNS Clearing Process Deposit Securities are missing, the Company may issue a Creation Unit of Shares notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Deposit Securities marked to market daily. The parties hereto further agree that the Company may purchase the missing Deposit Securities at any time and the AP agrees to accept liability for any shortfall between the cost to the Company of purchasing such securities and the value of the collateral, provided that such cost is subject to additional requirements and fees as discussed in reasonable under the Prospectuscircumstances.

Appears in 1 contract

Sources: Authorized Participant Agreement

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities the Shares of the Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) to a Depository Trust Company (“DTC”) account maintained at the Custodian applicable custodian of the Company Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Company will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Company and, the Deposit Securities, the Cash Component and less any other cash amounts which may be due fees are delivered by the Company to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of any Fund will be issued concurrently with the transfer of good title to Company of the portfolio required number of Deposit Securities Shares through the NSCC’s Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNSDTC. (2) The Company reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic the Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such FundFund ; but the Company, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Company may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP’s delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by Distributor upon request. The parties hereto further agree that Company may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Company of purchasing such securities and the value of the collateral, which may be sold by Company at such time, and in such manner, as Company may determine in its sole discretion.

Appears in 1 contract

Sources: Authorized Participant Agreement (Ook Inc)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing System: (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The "Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, the any cash in lieu amounts and Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of and any Fund cash componet will be issued delivered concurrently with the transfer of good title to Company the Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s 's Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNS.; (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyTrust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 115% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Distributor upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by Trust at such time, and in such manner, as the Trust may determine in its sole discretion. (b) Outside the CNS Clearing System: (1) Except as provided below, the Shares must be delivered to an account maintained at the Custodian on or before the Business Day immediately following the date on which the redemption order was placed. The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component next determined after acceptance of the Redemption Order, less the applicable redemption Transaction Fee (as described in the Prospectus). The "International Contractual Settlement Date" of an International Fund is the earlier of (i) the date upon which all of the Deposit Securities are delivered to the AP and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where the any of the securities of such International Fund are customarily traded.

Appears in 1 contract

Sources: Participant Agreement (Claymore Exchange-Traded Fund Trust)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing Process: (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay Date the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, the any cash in lieu amounts and Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three two Business Days (t +3) Business DaysT+2)). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of and any Fund cash component will be issued delivered concurrently with the transfer of good title to Company the Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNS.; (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount amount) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyTrust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the AP’s undertaking to deliver the missing Shares as soon as possible, which undertaking shall be secured by such AP’s delivery and maintenance of collateral consisting of cash having a value at least equal to 115% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement procedures, which such procedures shall be provided to the AP by the BNYM ETF Order Desk Administrator upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such Shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Participant Agreement (SPDR S&p Midcap 400 Etf Trust)

Contractual Settlement. (a) for Domestic FundsThrough the CNS Clearing Process: (1) Except as provided below, Deposit Securities the Shares of any Domestic Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) NSCC to a Depository Trust Company (“DTC”) DTC account maintained at the Custodian applicable custodian of the Company any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Domestic Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The "Domestic Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, the any cash in lieu amounts and Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three (t +3+ 3) Business Days). Except as provided in the next two paragraphs, a the Deposit Securities representing Creation Unit Units of Shares of and any Fund cash component will be issued delivered concurrently with the transfer of good title to Company the Trust of the portfolio required number of Deposit Securities Shares through the NSCC’s NSCCs Continuous Net Settlement (CNS) system and the payment delivery of the Cash Component and less the purchase Transaction Fee through CNS.; (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a cash in lieu” lieu amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyTrust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectusbelow to protect ongoing shareholders. The Company also reserves the right to permit the substitution of a cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. (3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the APs delivery and maintenance of collateral consisting of cash having a value at least equal to 115% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by Trust at such time, and in such manner, as the Trust may determine in its sole discretion. (b) Outside the CNS Clearing Process: (1) Except as provided below, the Shares must be delivered to an account maintained at the Custodian on or before the Business Day immediately following the date on which the NAV of the redemption was calculated. The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component next determined after acceptance of the Redemption Order, less the applicable Transaction Fee (as described in the Prospectus). The International Contractual Settlement Date of an International Fund is the earlier of (i) the date upon which all of the Deposit Securities are delivered to the AP and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where the any of the securities of such International Fund are customarily traded. (2) Deliveries of redemption proceeds by the Funds generally will be made within three (3) Business Days. Due to the schedule of holidays in certain countries, however, the delivery of in-kind Deposit Securities of International Funds may take longer than three Business Days after the day on which the Redemption Order is placed. (3) Except as provided in the next two paragraphs, the Deposit Securities will not be delivered until the transfer of good title to the Trust of the required Creation Unit(s) of Shares has been completed. When the Custodian confirms that the required Shares (or, when permitted in the sole discretion of the Trust, the cash collateral has been received by the account, the Custodian will cause the delivery of the Deposit Securities. (4) The Trust may in its sole discretion permit or require the substitution of an amount of cash (i.e., a cash in lieu amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or for other similar reasons. If the Trust notifies Distributor that a cash in lieu amount will be delivered, the Distributor will notify the AP and the AP shall receive, on behalf of itself or the party on whose behalf it is acting, the cash in lieu amount, with any appropriate adjustments as advised by the Trust. The AP may also elect to replace any Deposit Securities with a cash in lieu amount to the extent that the AP is not authorized to purchase the particular Deposit Securities from the Fund or is not able to sell the particular Deposit Securities in the secondary market, consistent with restrictions in applicable law or the APs internal policies and procedures. (5) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares (Order Date +1), the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the APs delivery on Order Date +1 and subsequent maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Participant Agreement (Claymore Exchange-Traded Fund Trust)

Contractual Settlement. (a) for Domestic Funds (1) Except as provided below, Deposit Securities the Shares of any Fund must be delivered through the National Securities Clearing Corporation (“NSCC”) to a Depository Trust Company (“DTC”) account maintained at the Custodian of the Company on or before the Domestic Contractual Settlement Date (defined below). The AP must also Trust will make available on or before the Contractual Settlement Date, by means satisfactory to Company, immediately available or same day funds estimated by Company to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Redemption Order, together with less the applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Company. The “Domestic "Contractual Settlement Date" is the earlier of (i) date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, the Cash Component and less any other cash amounts which may be due fees are delivered by the Trust to Company and the AP (ii) ordinarily trade date plus three one (t +3+ 1) Business Days. Except as provided in the next two paragraphs, a Creation Unit of Shares of any Fund will be issued concurrently with the transfer of good title to Company of the portfolio of Deposit Securities through the NSCC’s Continuous Net Settlement (“CNS”) system and the payment of the Cash Component and the purchase Transaction Fee through CNSDay). (2) The Company Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount ) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the CompanyFederal Reserve System. The Trust, subject to the approval of the Board, may adjust the Transaction Fee” Fee within the parameters described in the Prospectus. The Company also reserves the right below to permit the substitution of a protect ongoing shareholders from costs relating to such cash in lieu amount to be added to the Cash Component for Custom Orders to replace any Deposit Security the acquisition of which by the Company would be prohibited by applicable law or regulation. (3) redemptions. Any settlement outside the CNS Clearing Process is Federal Reserve System may subject to additional requirements and fees as discussed in the Prospectus. Cash in lieu may also be available if the AP is subject to regulatory, internal policy or other similar limitations on transacting in the security (3) In the event that the number of Fund Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible, which undertaking shall be secured by such the AP's delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by Distributor upon request. The parties hereto further agree that Trust may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such securities and the value of the collateral, which may be sold by Trust at such time, and in such manner, as Trust may determine in its sole discretion.

Appears in 1 contract

Sources: Authorized Participant Agreement (Ameristock ETF Trust)