Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice. (b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the Trust. (c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order. (d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 6 contracts
Sources: Authorized Participant Agreement (Canary HBAR ETF), Authorized Participant Agreement (Canary SUI ETF), Authorized Participant Agreement (Canary XRP ETF)
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after it has been accepted by the specified Cut- off Time for Trust (directly or through the TrustSponsor or Order Examiner).
(c) The Sponsor may, shall treat the Authorized Participant in its discretion, suspend an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed Authorized Participant other than for customary holidays or weekend closings; the same reasons as it would reject an Order of any other participant.
(iid) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person acting by itself or in any way for any loss through BNY Mellon or damages that may result from any such suspension or postponement. The Sponsor, or its designee, the Order Examiner shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 7) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if the order is determined by the Sponsor, or its designee, Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) if the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the Trust or its shareholders and has disclosed to the Beneficial OwnersAuthorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the Sponsor, the Order Examiner or its designee, BNY Mellon make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the Sponsor, the Order Examiner or BNY Mellon shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(de) The SponsorSponsor acting by itself or through BNY Mellon may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, unlawful and the SponsorSponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or its designee(iii) if, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; redemption, the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected otherwise stated in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantProspectus.
Appears in 6 contracts
Sources: Authorized Participant Agreement (21Shares Dogecoin ETF), Authorized Participant Agreement (21Shares XRP ETF), Authorized Participant Agreement (21Shares Solana ETF)
Orders. (a) All orders to create or redeem Creation Units Baskets of a Trust shall be made in accordance with the terms of the relevant Trust Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other issue procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets of a Trust which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit one or more Baskets (a “Redemption Order”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, of a Trust may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Sponsor or its delegate. A form of Creation Order Form is attached hereto as Exhibit B and a form of Redemption Order Form is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, delegate shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Total Basket Amount if (i) determined by the Sponsor, or its designee, Creation Order is not to be in proper form; form as described herein, (ii) the Creation Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the SponsorPlan Asset Regulations), or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, Sponsor or its designee, delegates make it for all practical purposes not feasible for the relevant Trust to process creations issue Creation Baskets, (iv) the fulfillment of the Creation UnitsOrder, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Sponsor or its delegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall not be liable to any person by reason of the rejection of any Purchase OrderCreation Order or Total Basket Amount.
(d) The Sponsor, Sponsor or its designeedelegate shall have the absolute right, but shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Sponsor or its delegates make it for all practical purposes not feasible the relevant Trust to redeem Redemption Baskets, (iv) the fulfillment of which its counsel advises would the Redemption Order, in the opinion of counsel, might be illegal under applicable laws and regulationsunlawful, and (v) any such action is deemed necessary or advisable by the Sponsor, Sponsor or its designee, delegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall have no liability not be liable to any person for rejecting a by reason of the rejection of any Redemption Order in such circumstancesor Redemption Baskets.
(e) The Sponsor maycreation and, in its discretionif permitted, suspend the right redemption of redemptionShares of a Trust may be suspended generally, or postpone the applicable refused with respect to a particular Creation Order or Redemption Settlement TimeOrder relating to such Trust, (i) for during any period during which [Nasdaq] is the transfer books of the Transfer Agent (as defined in the relevant Trust Agreement) are closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result if circumstances outside the control of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines or its delegate make it for all practicable purposes not feasible to process such Orders. None of the Sponsor or its delegates shall be necessary liable for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver rejection of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantOrder.
Appears in 6 contracts
Sources: Master Participant Agreement (Grayscale Zcash Trust (ZEC)), Master Participant Agreement (Grayscale Ethereum Classic Trust (ETC)), Master Participant Agreement (Grayscale Ethereum Trust (ETH))
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered recorded telephone lines; provided that the Sponsor shall promptly provide or request from the recording party copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with Section 17(c) within a commercially the recording party’s general record keeping policies and procedures. The Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable time following receipt request for copies of such noticerecordings.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the TrustPurchaser.
(c) The Sponsor may, in its discretion, suspend acting by itself or through the right of repurchase, Administrator or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Distributor shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) if:
(i) the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time;
(ii) it is determined by the Sponsor, Sponsor or its designee, the Distributor not to be in proper form; ;
(iiiii) the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the Trust Fund or to the Beneficial Owners; its shareholders;
(iiiiv) the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or ;
(ivv) if circumstances outside the control of the Sponsor, the Distributor or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets, or
(vi) there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 and ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Sponsor None of the Sponsor, the Distributor or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(d) The SponsorSponsor acting by itself or through the Administrator or the Distributor may, or in its designeesole discretion, shall reject any Redemption Order if:
(i) it is determined by the Sponsor or the Distributor not to be in proper form;
(ii) the fulfillment of which its counsel advises might be unlawful;
(iii) as a result of the redemption, the number of remaining outstanding Shares would be illegal under applicable laws and regulationsreduced to fewer than the minimum number of Shares as stated in a Fund’s Prospectus or otherwise displayed in Exhibit E; or
(iv) there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Redemption Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an EFR transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 and ICE Futures Rule 4, with quantities agreed by the SponsorSponsor and the Authorized Purchaser in advance, or its designee, shall have no liability directly corresponding to any person for rejecting a the Redemption Order in such circumstancesOrder.
(e) The Sponsor may, in its discretion, suspend may reject a previously placed Purchase Order or a Redemption Order at any time prior to the right of redemption, or postpone the applicable Redemption Settlement Order Cut-off Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected if in the Procedures; provided such consent shall not deemed to be a waiver sole discretion of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies execution of such recordings, so that an order would not be in the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion best interest of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise Fund or its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participantshareholders.
Appears in 6 contracts
Sources: Trust Agreement (Tidal Commodities Trust I), Trust Agreement, Trust Agreement (Bitwise ETF Trust)
Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Proceduresapplicable Procedures for the Fund as listed on Attachment A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures. The Administrator and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order.
(d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of repurchaseredemption, or postpone the purchase applicable redemption settlement date, (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the fulfillment of Gold or any swap or other instrument held by a purchase order Fund is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) . Neither the acceptance or receipt of which could, in the opinion of counsel to Administrator nor the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 5 contracts
Sources: Authorized Participant Agreement (World Gold Trust), Authorized Participant Agreement (World Gold Trust), Authorized Participant Agreement (World Gold Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with Section 17(c) within a commercially the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable time following receipt request for copies of such noticerecordings.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the Trust.Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that that, in the Sponsoropinion of nationally recognized outside counsel, or its designee, has determined the General Partner would have adverse tax consequences to the Trust or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of nationally recognized outside counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the SponsorGeneral Partner, the Marketing Agent or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the General Partner, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(d) The SponsorGeneral Partner acting by itself or through the Marketing Agent may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for such other period as all practical purposes not feasible for the Sponsor determines Units to be necessary for delivered under the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponementRedemption Order.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 5 contracts
Sources: Marketing Agent Agreement (United States 12 Month Oil Fund, LP), Authorized Purchaser Agreement (United States Heating Oil Fund, LP), Authorized Purchaser Agreement (United States Gasoline Fund, LP)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementIndenture, the Custody Agreements, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Trustee. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (i) determined by the Trustee not to be in proper form; (ii) that the Sponsor has determined and advised the Trustee would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Sponsor acceptable to the Trustee, be unlawful; or (iv) if circumstances outside the control of the Trustee, the Custodian or the Sponsor make it for all practical purposes not feasible to process creations of Creation Baskets. Neither the Trustee nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit.
(d) The Trustee shall reject any Redemption Order (i) determined by the Trustee not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Trustee shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Trustee may, in its discretion, and will when so directed by the Sponsor, suspend the right of repurchaseredemption, or postpone the purchase applicable redemption settlement date, (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the fulfillment of a purchase order Gold is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to . Neither the Sponsor be unlawful; or (iv) if circumstances outside nor the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor Trustee shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Until otherwise notified, all orders to create Baskets shall be placed with JPM and all orders to redeem Baskets shall be placed with HSBC. If there is more than one Custodian with whom Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected Participants may deposit Gold with in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications connection with the Authorized Participantcreation of Baskets or receive Gold from in connection with the redemption of Baskets, the Sponsor agrees shall, from time to provide time, identify to the Authorized Participants and the Trustee which Custodian or Custodians Authorized Participants may or shall deposit Gold with in connection with the creation of Baskets or receive Gold from in connection with the redemption of Baskets. Such identification may be carried out by the Sponsor instructing the Trustee from time to time to indicate through the Trustee’s electronic ordering system which Custodian or Custodians the Authorized Participant shall deposit Gold with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications in connection with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory creation of Baskets or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications receive Gold from in connection with the Authorized Participantredemption of Baskets.
Appears in 5 contracts
Sources: Participant Agreement (SPDR Gold Trust), Spdr® Gold Trust Participant Agreements (SPDR Gold Trust), Participant Agreement (SPDR Gold Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets of a Trust shall be made in accordance with the terms of the relevant Trust Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other issue procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets of a Trust which are not related to the Procedures, and the Authorized Participant will shall, and shall cause any Liquidity Provider to, comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit one or more Baskets (a “Redemption Order”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, of a Trust may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Sponsor or its delegate. A form of Creation Order Form is attached hereto as Exhibit B and a form of Redemption Order Form is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, delegate shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Total Basket Amount if (i) determined by the Sponsor, or its designee, Creation Order is not to be in proper form; form as described herein, (ii) the Creation Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the SponsorPlan Asset Regulations), or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, Sponsor or its designee, delegates make it for all practical purposes not feasible for the relevant Trust to process creations issue Creation Baskets, (iv) the fulfillment of the Creation UnitsOrder, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Sponsor or its delegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall not be liable to any person by reason of the rejection of any Purchase OrderCreation Order or Total Basket Amount.
(d) The Sponsor, Sponsor or its designeedelegate shall have the absolute right, but shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Sponsor or its delegates make it for all practical purposes not feasible the relevant Trust to redeem Redemption Baskets, (iv) the fulfillment of which its counsel advises would the Redemption Order, in the opinion of counsel, might be illegal under applicable laws and regulationsunlawful, and (v) any such action is deemed necessary or advisable by the Sponsor, Sponsor or its designee, delegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall have no liability not be liable to any person for rejecting a by reason of the rejection of any Redemption Order in such circumstancesor Redemption Baskets.
(e) The Sponsor maycreation and, in its discretionif permitted, suspend the right redemption of redemptionShares of a Trust may be suspended generally, or postpone the applicable refused with respect to a particular Creation Order or Redemption Settlement TimeOrder relating to such Trust, (i) for during any period during which [Nasdaq] is the transfer books of the Transfer Agent (as defined in the relevant Trust Agreement) are closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result if circumstances outside the control of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines or its delegate make it for all practicable purposes not feasible to process such Orders. None of the Sponsor or its delegates shall be necessary liable for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver rejection of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantOrder.
Appears in 5 contracts
Sources: Master Participant Agreement (Grayscale Bittensor Trust (TAO)), Master Participant Agreement (Grayscale Filecoin Trust (FIL)), Master Participant Agreement (Grayscale Bitcoin Trust (BTC))
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust Agreementapplicable Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after it has been accepted by the specified Cut- off Time for applicable Trust (directly or through the TrustSponsor or Order Examiner).
(c) The Sponsor may, shall treat the Authorized Participant in its discretion, suspend an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed Authorized Participant other than for customary holidays or weekend closings; the same reasons as it would reject an Order of any other participant.
(iid) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person acting by itself or in any way for any loss through BNY Mellon or damages that may result from any such suspension or postponement. The Sponsor, or its designee, the Order Examiner shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 7) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the applicable Trust to meet its investment objective are not available to such Trust at that time; (ii) if the order is determined by the Sponsor, or its designee, Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) if the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the applicable Trust or its shareholders and has disclosed to the Beneficial OwnersAuthorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the Sponsor, the Order Examiner or its designee, BNY Mellon make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the Sponsor, the Order Examiner or BNY Mellon shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(de) The SponsorSponsor acting by itself or through BNY Mellon may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, unlawful and the SponsorSponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or its designee(iii) if, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; redemption, the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected otherwise stated in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantProspectus.
Appears in 4 contracts
Sources: Authorized Participant Agreement (21Shares Dogecoin ETF), Authorized Participant Agreement (21Shares Solana ETF), Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementIndenture, the Custody Agreements, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “"Purchase Order”") and each order to redeem a Creation Unit Basket (a “"Redemption Order”", and each Purchase Order and Redemption Order, an “"Order”") delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Trustee. A form of Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C.
(c) The Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (i) determined by the Trustee not to be in proper form; (ii) that the Sponsor has determined and advised the Trustee would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Sponsor acceptable to the Trustee, be unlawful; or (iv) if circumstances outside the control of the Trustee, the Custodian or the Sponsor make it for all practical purposes not feasible to process creations of Creation Baskets. Neither the Trustee nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit.
(d) The Trustee shall reject any Redemption Order (i) determined by the Trustee not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Trustee shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Trustee may, in its discretion, and will when so directed by the Sponsor, suspend the right of repurchaseredemption, or postpone the purchase applicable redemption settlement date, (i) for any period during which [Nasdaq] the New York Stock Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the fulfillment of a purchase order Gold is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to . Neither the Sponsor be unlawful; or (iv) if circumstances outside nor the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor Trustee shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 4 contracts
Sources: Participant Agreement, Participant Agreement (streetTRACKS GOLD TRUST), Trust Indenture (Equity Gold Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, the Deposit Account Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the Trust.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; , provided such consent that the Trustee shall not deemed to be a waiver promptly provide copies of recordings of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled such calls to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with upon reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that request by the Authorized Participant unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general recordkeeping policies and procedures. The Trustee and Sponsor may seek a protective order issue additional or other appropriate remedy procedures from time to time relating to the manner of creating or redeeming Baskets, and the Authorized Participant will comply with such procedures of which it has received notice in accordance with Section 18(c), provided that any revised procedures shall not apply retroactively to orders submitted prior to such change in procedures or prior to the time at which the Authorized Participant receives notice of any such change.
(b) The Authorized Participant acknowledges and agrees that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Trustee. A form of Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C. Notwithstanding the foregoing, the Trustee agrees to use reasonable efforts to facilitate cancellation of an Order upon prompt inquiry from the Authorized Participant after placing such Order and only where the written cancellation of the Order has been delivered to the Trustee (by the method permitted for delivery of the Order to the Trustee) not later than the Order Cut-Off Time, or Early Order Cut-Off Time, as applicable.
(c) The delivery of the Shares to the Authorized Participant against deposits of Chinese Renminbi in connection with a Purchase Order may be suspended generally, or refused with respect to particular requested deliveries, during any period when the recordings transfer books of the Trustee are closed or waive its right to do so. In if any such action is deemed necessary or advisable by the event that such protective order or other remedy is not obtained, Trustee or the Authorized Participant waives its right Sponsor for any reason at any time or from time to seek such protective order or remedytime. Except as otherwise provided in the Trust Agreement, the Sponsor, the Trust, or any surrender of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, Shares to the extent required by applicable rule or law, recordings involving communications Trustee for purposes of withdrawing Chinese Renminbi in connection with the Authorized Participanta Redemption Order may not be suspended.
Appears in 3 contracts
Sources: Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust)
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered recorded telephone lines; provided that the Sponsor shall promptly provide or request from the recording party copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with Section 17(c) within a commercially the recording party’s general record keeping policies and procedures. The Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable time following receipt request for copies of such noticerecordings.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the TrustPurchaser.
(c) The Sponsor may, in its discretion, suspend acting by itself or through the right of repurchase, Administrator or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) if it is determined by the Sponsor, or its designee, Sponsor not to be in proper form; (iiiii) if the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the Trust Fund or to the Beneficial Ownersits shareholders; (iiiiv) if the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (ivv) if circumstances outside the control of the Sponsor, the Marketing Agent or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the Sponsor, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(d) The SponsorSponsor acting by itself or through the Administrator may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the Sponsor not to be in proper form (ii) the fulfillment of which its counsel advises would might be illegal under applicable laws and regulations, and the Sponsorunlawful, or its designee(iii) if, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsorredemption, the Trust, number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek as otherwise stated in a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized ParticipantFund’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantProspectus.
Appears in 3 contracts
Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust), Authorized Purchaser Agreement (Teucrium Commodity Trust), Authorized Purchaser Agreement (Teucrium Commodity Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, the Deposit Account Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures The Trustee and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice18(c).
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant upon its delivery to the Trustee. A form of Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C. Notwithstanding the foregoing, the Trustee agrees to use reasonable efforts to facilitate cancellation of an Order upon prompt inquiry from the Authorized Participant after placing such Order and only where the specified Cut- off Time written cancellation of the Order has been delivered to the Trustee (by the method permitted for delivery of the TrustOrder to the Trustee) not later than the Order Cut-Off Time, or Early Order Cut-Off Time, as applicable.
(c) The Sponsor may, in its discretion, suspend delivery of the right Shares against deposits of repurchaseSingapore Dollars may be suspended generally, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy refused with respect to particular requested deliveries, during any period when the recordings transfer books of the Trustee are closed or waive its right to do so. In if any such action is deemed necessary or advisable by the event that such protective order or other remedy is not obtained, Trustee or the Authorized Participant waives its right Sponsor for any reason at any time or from time to seek such protective order or remedytime. Except as otherwise provided in the Trust Agreement, the Sponsor, the Trust, or any surrender of their affiliated persons, as the case Shares for purposes of withdrawing Singapore Dollars may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to not be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participantsuspended.
Appears in 2 contracts
Sources: Participant Agreement (CurrencyShares Singapore Dollar Trust), Participant Agreement (CurrencyShares Singapore Dollar Trust)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trustapplicable Fund.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the CBOE, CFE, CME (including CBOT and NYMEX) or ICE is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the CBOE, CFE, CME (including CBOT and NYMEX) or ICE is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 2 contracts
Sources: Authorized Participant Agreement (Vs Trust), Authorized Participant Agreement (ConvexityShares Trust)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered may not be revoked by the Authorized Participant upon its delivery of the Order to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the Trust.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the NYSE Arca, AMEX, NYSE, CME, CBOT, ICE/ NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the AMEX, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.recorded
Appears in 2 contracts
Sources: Authorized Participant Agreement, Authorized Participant Agreement (ProShares Trust II)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant shall be provided with copies or transcripts of such recordings upon reasonable request. The Managing Owner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after its delivery to and acceptance by the specified Cut- off Time for the Trust.Distributor. A form of Creation/Redemption Order Form is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Distributor shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Sponsor, or its designee, Distributor not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Managing Owner, be unlawful; or (iviii) if circumstances outside the control of the SponsorDistributor or the Managing Owner, or its designeeas applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets. The Sponsor Distributor shall not reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the Managing Owner that it believes that such order would have adverse tax consequences to any Trust or its shareholders. Distributor shall notify the Authorized Participant of any rejection of an order as soon as reasonably practicable. Neither the Managing Owner nor the Distributor shall be liable to any person by reason of the rejection of any Purchase OrderCreation/Redemption Order Form or Creation Basket Capital Contribution.
(d) The Sponsor, or its designee, Distributor shall reject any Redemption Order the fulfillment of which its counsel to the Managing Owner advises in writing that it would be illegal under applicable laws and regulations, and in which case the Sponsor, or its designee, Distributor shall notify the Authorized Participant of such rejection as soon as reasonably practicable. Neither the Managing Owner nor the Distributor shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. or any exchange on which a Trust’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution delivery, disposal or evaluation of a Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the shareholdersBeneficial Owners. The Sponsor will Managing Owner shall promptly notify the Distributor and the Authorized Participant of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 2 contracts
Sources: Participant Agreement, Participant Agreement (FactorShares 2X: S&P500 Bull/Usd Bear)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, the Deposit Account Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice18(c).
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant upon its delivery to the Trustee. A form of Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C. Notwithstanding the foregoing, the Trustee agrees to use reasonable efforts to facilitate cancellation of an Order upon prompt inquiry from the Authorized Participant after placing such Order and only where the specified Cut- off Time written cancellation of the Order has been delivered to the Trustee (by the method permitted for delivery of the TrustOrder to the Trustee) not later than the Order Cut-Off Time, or Early Order Cut-Off Time, as applicable.
(c) The Sponsor may, in its discretion, suspend delivery of the right Shares against deposits of repurchaseSingapore Dollars may be suspended generally, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy refused with respect to particular requested deliveries, during any period when the recordings transfer books of the Trustee are closed or waive its right to do so. In if any such action is deemed necessary or advisable by the event that such protective order or other remedy is not obtained, Trustee or the Authorized Participant waives its right Sponsor for any reason at any time or from time to seek such protective order or remedytime. Except as otherwise provided in the Trust Agreement, the Sponsor, the Trust, or any surrender of their affiliated persons, as the case Shares for purposes of withdrawing Singapore Dollars may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to not be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participantsuspended.
Appears in 2 contracts
Sources: Participant Agreement (CurrencyShares Singapore Dollar Trust), Participant Agreement (CurrencyShares Singapore Dollar Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the ProceduresAP Handbook. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after its delivery to and acceptance by the specified Cut- off Time for the Trust.Distributor. A form of Creation/Redemption Order Form is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Distributor shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Sponsor, or its designee, Distributor not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Managing Owner, be unlawful; or (iviii) if circumstances outside the control of the SponsorDistributor or the Managing Owner, or its designeeas applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets. The Sponsor Distributor shall not reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the Managing Owner that it believes that such order would have adverse tax consequences to the Trust, any Fund, or its shareholders. Neither the Managing Owner nor the Distributor shall be liable to any person by reason of the rejection of any Purchase OrderCreation/Redemption Order Form or Creation Basket Capital Contribution.
(d) The Sponsor, or its designee, Distributor shall reject any Redemption Order the fulfillment of which its counsel to the Managing Owner advises in writing that it would be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, Managing Owner nor the Distributor shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. or any exchange on which a Funds’ assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the shareholdersBeneficial Owners. The Sponsor will Managing Owner shall promptly notify the Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 2 contracts
Sources: Authorized Participant Agreement (ETF Managers Group Commodity Trust I), Authorized Participant Agreement (ETF Managers Group Commodity Trust I)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement Agreement, the Registration Statement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Sponsor and the Transfer Agent may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received reasonable prior notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after its delivery to and acceptance by the specified Cut- off Time for Sponsor. Notwithstanding the Trust.foregoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of Creation/Redemption Order Form is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form (i) determined by the Sponsor, or its designee, it determines not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (iviii) if circumstances outside the control of the Sponsor, the Transfer Agent or its designeethe Trust’s custodian, as applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (to the extent it is permitted to do so) the reason for such rejection, and in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or Redemption Order in proper form prior to rejection. Neither the Sponsor nor the Transfer Agent shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Redemption Order all consideration, including bitcoin and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order.
(d) The Sponsor, or its designee, Sponsor shall reject any Redemption Order whereby the fulfillment of which its counsel to the Sponsor advises in writing would be illegal under applicable laws and regulations, and in which case the Sponsor, Sponsor or its designee, the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3(c) above. Neither the Sponsor nor the Transfer Agent shall have no liability to any person for rejecting the rejection of a Redemption Order in such circumstances, except for the return to the Authorized Participant all consideration tendered by the Authorized Participant in respect of such rejected Redemption Order as set forth in Section 3(c) above.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the Bats BZX Exchange, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the redemption distribution Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the shareholdersBeneficial Owners; or (iv) as otherwise provided in the Registration Statement. The Sponsor will shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after it has been accepted by the specified Cut- off Time for Trust (directly or through the TrustSponsor or Distributor).
(c) The Sponsor may, shall treat the Authorized Participant in its discretion, suspend an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed Authorized Participant other than for customary holidays or weekend closings; the same reasons as it would reject an Order of any other participant.
(iid) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person acting by itself or in any way for any loss through BNY Mellon or damages that may result from any such suspension or postponement. The Sponsor, or its designee, the Order Examiner shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 7) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if the order is determined by the Sponsor, or its designee, Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) if the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the Trust or its shareholders and has disclosed to the Beneficial OwnersAuthorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the Sponsor, the Order Examiner or its designee, BNY Mellon make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the Sponsor, the Order Examiner or BNY Mellon shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(de) The SponsorSponsor acting by itself or through BNY Mellon may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, unlawful and the SponsorSponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or its designee(iii) if, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; redemption, the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected otherwise stated in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantProspectus.
Appears in 1 contract
Sources: Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the TrustParticipant.
(c) The Sponsor may, in its discretion, suspend acting by itself or through BNY Mellon or the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Order Examiner shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if it is determined by the Sponsor, or its designee, Sponsor not to be in proper form; (iiiii) if the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the Trust or to the Beneficial Ownersits shareholders; (iiiiv) if the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (ivv) if circumstances outside the control of the Sponsor, the Order Examiner or its designee, BNY Mellon make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the Sponsor, the Order Examiner or BNY Mellon shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(d) The SponsorSponsor acting by itself or through BNY Mellon may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the Sponsor not to be in proper form (ii) the fulfillment of which its counsel advises would might be illegal under applicable laws and regulations, and the Sponsorunlawful, or its designee(iii) if, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; redemption, the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected otherwise stated in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantProspectus.
Appears in 1 contract
Sources: Authorized Participant Agreement (SolidX Bitcoin Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice).
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the SponsorManaging Owner, or the SponsorManaging Owner’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the Trustsuch delivery.
(c) The Sponsor Authorized Participant acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each Order may not be withdrawn by the Authorized Participant. A form of Purchase/Redemption Order is attached hereto as Exhibit C.
(d) The Managing Owner may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] NYSE Arca and any of the exchanges identified in a Fund’s Prospectus as an exchange on which the Fund’s investments are traded (each, an “Exchange”) or any other exchange material to the valuation or operation of the Fund is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted in any of the Fund’s investments; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor Managing Owner will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(e) The Managing Owner, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order if: (i) it determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it determines that such Purchase Order is not in proper form; (iii) it has determined such Purchase Order would have adverse tax consequences to the Trust or to the Beneficial Owners; (iv) the acceptance or receipt of such Purchase Order could, in the opinion of counsel to the Managing Owner be unlawful; or (v) if circumstances outside the control of the Managing Owner, or its designee, make it for all practical purposes not feasible to process creations of Baskets. The Managing Owner, or its designee, shall have no liability to any person for rejecting any Purchase Order.
(f) The Authorized Participant hereby consents Managing Owner, or its designee, shall reject any Redemption Order if: (i) the fulfillment of which its counsel advises would be illegal; (ii) it is determined by the Managing Owner, or its designee, not to be in proper form; or (iii) as a result of the Redemption Order, the number of remaining outstanding Shares would be reduced to fewer than the number of Shares required to remain outstanding for a Fund under applicable exchange rules. The Managing Owner, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(g) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Settlement Time: (i) for any period during which any of the Exchanges or any other exchange material to the use valuation or operation of recorded telephone lines whether the Fund is closed other than for customary holidays or weekend closings or when trading is suspended or restricted in any of the Fund’s investments; (ii) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) for such use is reflected other period as the Managing Owner determines to be necessary for the protection of the shareholders. The Managing Owner will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(h) The Managing Owner may reject a previously placed Purchase Order or a Redemption Order at any time prior to the Order Cut-Off Time, if in the Procedures; provided such consent shall not deemed to be a waiver sole discretion of any applicable rules of evidence in any proceeding. In the event that the SponsorManaging Owner, the Trustexecution of such an order would not be in the best interest of the Fund or its shareholders.
(i) (i) Solely with respect to Creation Orders or Redemption Orders effected through the CNS Clearing Process, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, as a Participating Party, hereby authorizes the Sponsor agrees transmission to provide the NSCC on behalf of the Authorized Participant by The Bank of New York Mellon (the “Transfer Agent”) such instructions consistent with reasonable advance written notice identifying the recordings instructions issued by the Authorized Participant. The Authorized Participant agrees to be so disclosed, together with copies bound by the terms of such recordings, so that instructions issued and reported to NSCC by the Transfer Agent as though such instructions were issued by the Authorized Participant may seek a protective order or other appropriate remedy with respect directly to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantNSCC.
Appears in 1 contract
Sources: Authorized Participant Agreement (Market Vectors Commodity Trust)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused cause to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c18(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trustapplicable Fund.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. (“Arca”), the New York Stock Exchange, European Energy Exchange (“EEX”), ICE Endex exchange, Nasdaq Oslo exchange or other exchange material to the valuation or operation of the Trust is closed closed, or when trading is suspended or restricted on such exchanges in EUAs or the single day futures contract on EUAs (“Daily EUA Futures”), other than for customary holidays weekend or weekend holiday closings; , or trading of Shares on the Exchange is suspended or restricted, or (ii) for any period during which an emergency exists as a result of which the fulfillment delivery, disposal or evaluation of a purchase order EUAs is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order if the Sponsor or its designee determines that (i) determined by the Sponsor, or its designee, Purchase Order is not to be in proper form; (ii) that acceptance of the Sponsor, or its designee, has determined Purchase Order would not be in the best interest of the Beneficial Owners; (iii) acceptance of the Purchase order would have adverse tax consequences to the Trust or to the Beneficial Owners; (iiiiv) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (ivv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order (i) the Sponsor determines not to be in proper form, (ii) the fulfillment of which its counsel advises the Redemption Order, in the opinion of Sponsor’s counsel, would be illegal under applicable laws and regulations, and or (iii) if circumstances outside the control of the Sponsor, or its designee, make it, for all practical purposes, not feasible to process. The Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i1) for any period during which [Nasdaq] Arca, the New York Stock Exchange, EEX, ICE Endex, Nasdaq Oslo or other exchange material to the valuation or operation of the Trust is closed closed, or when trading is suspended or restricted on such exchanges in EUAs or Daily EUA Futures, other than for customary holidays weekend or weekend holiday closings; , or trading of Shares on the Exchange is suspended or restricted, or (ii2) for any period during which an emergency exists as a result of which the redemption distribution delivery, disposal or evaluation of EUAs is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (Cotwo Advisors Physical European Carbon Allowance Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “"Purchase Order”Order Subscription Agreement") and each order to redeem a Creation Unit Basket (a “"Redemption Order”", and each Purchase Order Subscription Agreement and Redemption Order, an “"Order”") delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Managing Owner. A form of Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Managing Owner shall also have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Capital Contribution (i) determined by the Sponsor, or its designee, Managing Owner not to be in proper form; (ii) that the Sponsor, or its designee, Managing Owner has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor Managing Owner be unlawful; or or
(iv) if circumstances outside the control of the Sponsor, or its designee, Managing Owner make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor Managing Owner shall not be liable to any person by reason of the rejection of any Purchase OrderOrder Subscription Agreement or Creation Basket Capital Contribution.
(d) The Sponsor, or its designee, Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and the Sponsor, or its designee, Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the American Stock Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the redemption distribution Trust's assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the shareholdersBeneficial Owners. The Sponsor will Managing Owner is not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Participant Agreement (DB Commodity Index Tracking Master Fund)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and ; provided that the Sponsor shall provide the Authorized Participant with prior notice of any revised procedures and any revised procedures shall not apply retroactively to orders submitted prior to such change in procedures or prior to the time at which the Authorized Participant received notice of any such change. To the extent the Authorized Participant purchases or sells any Shares, it will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) of this Agreement within a commercially reasonable time following receipt of such notice.
(bi) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each and, together with a Purchase Order and Redemption Order, each an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the TrustOrder Cut-Off Time.
(cii) The Sponsor may, in its discretion, suspend the right of repurchasecreations, or postpone the purchase settlement datedate of a Purchase Order, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. (the “Exchange”) is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order Purchase Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholdersowners of Shares (“Shareholders”). The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Authorized Participant understands and agrees that in the event the Basket Gold Amount is not transferred to the Trust by the time specified for the Purchase Order, or Shares are not delivered to the Transfer Agent by the time specified for the Redemption Order and, in each such case, in compliance with the Trust Agreement, the Procedures and this Agreement, the Purchase Order or Redemption Order may be cancelled by the Sponsor and the Authorized Participant will be responsible for all costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to the cancelled Order. The Authorized Participant will not, however, be responsible for costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to cancelled Orders to the extent the failure to transfer the Basket Gold Amount to the Trust is due to the gross negligence, bad faith or willful misconduct of the Transfer Agent or the Sponsor. The foregoing provisions notwithstanding, the Authorized Participant shall not be liable for any failure or delay in transferring a Basket Gold Amount in respect of a Purchase Order or for any failure or delay in surrendering Shares for redemption arising from any events set forth in, or similar to those contemplated in, Section 15 hereto. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order or Redemption Order will be extended as determined by the Sponsor in its sole discretion. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order if: (i) it is determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined believes the acceptance or receipt of the Order would have adverse tax consequences to the Trust or to the Beneficial Ownersits Shareholders; (iii) the acceptance or receipt of which couldthe Order would, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation UnitsOrders. The Neither the Sponsor nor any designee shall not be liable to any person by reason of the rejection of any Purchase Order. The Sponsor will promptly return to the Authorized Participant upon rejection of an Order all cash and any other property or assets tendered by the Authorized Participant, as well as all fees paid to the Sponsor, the Trust’s administrator or marketing agent by the Authorized Participant, including, without limitation, any transaction fees, with respect to such rejected Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemptionRedemptions, or postpone the applicable settlement date of a Redemption Settlement Time, Order: (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution fulfillment of a Redemption Order is not reasonably practicable; (iii) when the Trust needs additional time to transfer additional unallocated gold that can be delivered to a redeeming Authorized Participant; or (iiiiv) for such other period as the Sponsor determines to be necessary for the protection of the shareholdersShareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fe) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided . The Authorized Participant also consents to the Sponsor’s or the Trust’s provision of information received from the Authorized Participant in connection with this Agreement to the Transfer Agent or the Custodian related to their responsibilities with respect to anti-money laundering, counter-terrorist financing and economic sanctions laws, rules, regulations, executive orders and requirements (including the U.S. Bank Secrecy Act, the USA PATRIOT Act, and regulations of the U.S. Treasury Department which implement such consent shall not deemed to be a waiver acts) administered by any governmental authority of the United States (including OFAC of the U.S. Department of the Treasury) or any other applicable rules of evidence in any proceedingdomestic or foreign authority over the Trust. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (Sprott ESG Gold ETF)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the TrustParticipant.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the NYSE Arca, BATS Exchange, NYSE, CME (including the CBOT, NYMEX and COMEX), ICE/NYBOT or any other exchange is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(d) The Sponsor, or its designee, also shall have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to any Fund or to the shareholders; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor, be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(e) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(f) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, for any period during which any of the NYSE Arca, BATS Exchange, NYSE, CME (including CBOT, NYMEX and COMEX), ICE/NYBOT, or any other exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (i) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (ii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(g) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (ProShares Trust II)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trustapplicable Fund.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the NYSE Arca, AMEX, NYSE, CME, CBOT, ICE/ NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the NYSE Arca, AMEX, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (ProShares Trust II)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice. Each Fund directs the Authorized Participant to contribute or receive cash payments directly to the Counterparty.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Creation Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Creation Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trustapplicable Fund.
(c) The Sponsor may, in its discretion, suspend the right of repurchaseepurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the NYSE, CBOT, or COMEX is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency a Market Disruption Event in the underlying index exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. .
(d) The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Creation Order.
(de) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(ef) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the NYSE, CBOT, or COMEX is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fg) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (ETFS Collateralized Commodities Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets of a Fund shall be made in accordance with the terms of the Trust relevant LLC Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Manager may issue, or caused to be issued, additional or other issue procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets of a Fund which are not related to the Procedures, and the Authorized Participant will shall, and shall cause any Liquidity Provider to, comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit one or more Baskets (a “Redemption Order”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, of a Fund may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Manager or its delegate. A form of Creation Order Form is attached hereto as Exhibit B and a form of Redemption Order Form is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, Manager or its designee, delegate shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Total Basket Amount if (i) determined by the Sponsor, or its designee, Creation Order is not to be in proper form; form as described herein, (ii) the Creation Order would cause participation by benefit plan investors in the relevant Fund to be “significant” (as that term is defined in the SponsorPlan Asset Regulations), or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, Manager or its designee, delegates make it for all practical purposes not feasible for the relevant Fund to process creations issue Creation Baskets, (iv) the fulfillment of the Creation UnitsOrder, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Manager or its delegate or (vi) for any reason at any time or from time to time. The Sponsor Manager or its delegates shall not be liable to any person by reason of the rejection of any Purchase OrderCreation Order or Total Basket Amount.
(d) The Sponsor, Manager or its designeedelegate shall have the absolute right, but shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the relevant Fund to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Manager or its delegates make it for all practical purposes not feasible the relevant Fund to redeem Redemption Baskets, (iv) the fulfillment of which its counsel advises would the Redemption Order, in the opinion of counsel, might be illegal under applicable laws and regulationsunlawful, and (v) any such action is deemed necessary or advisable by the Sponsor, Manager or its designee, delegate or (vi) for any reason at any time or from time to time. The Manager or its delegates shall have no liability not be liable to any person for rejecting a by reason of the rejection of any Redemption Order in such circumstancesor Redemption Baskets.
(e) The Sponsor maycreation and, in its discretionif permitted, suspend the right redemption of redemptionShares of a Fund may be suspended generally, or postpone the applicable refused with respect to a particular Creation Order or Redemption Settlement TimeOrder relating to such Fund, (i) for during any period during which [Nasdaq] is the transfer books of the Transfer Agent (as defined in the relevant LLC Agreement) are closed other than or if circumstances outside the control of the Manager or its delegate make it for customary holidays all practicable purposes not feasible to process such Orders. None of the Manager or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to its delegates shall be necessary liable for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver rejection of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantOrder.
Appears in 1 contract
Sources: Master Participant Agreement (Grayscale Digital Large Cap Fund LLC)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Managing Owner shall take reasonable steps to cause the appropriate party to provide the Authorized Participant with copies of such recordings upon such party’s reasonable request. The Managing Owner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each and, together with the Purchase Order and Redemption OrderSubscription Agreement, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for Transfer Agent (as defined in the Trust.Procedures). A form of Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, Managing Owner or its designee, delegate shall also have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Capital Contribution (as defined in the Trust Agreement) if (i) the Managing Owner or Transfer Agent has determined by in good faith that the Sponsor, Purchase Order Subscription Agreement or its designee, Creation Basket Capital Contribution is not to be materially in proper form; (ii) the Managing Owner has determined in good faith that the Sponsor, acceptance or its designee, has determined receipt of the Purchase Order Subscription Agreement or Creation Basket Capital Contribution would be reasonably likely to have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which couldsuch Purchase Order Subscription Agreement Creation Basket Capital Contribution would, in the opinion of counsel to the Sponsor Managing Owner, be unlawful; or (iv) if circumstances outside the control of the Sponsor, Managing Owner or its designee, the Transfer Agent make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor Managing Owner shall not be liable to any person by reason of the rejection of any Purchase OrderOrder Subscription Agreement or Creation Basket Capital Contribution in such circumstances.
(d) The Sponsor, or its designee, Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor Managing Owner may, in its reasonable, good faith discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement TimeTime (as described in the Procedures), (i) for any period during which [Nasdaq] the NYSE Arca, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the redemption distribution Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the shareholdersBeneficial Owners. The Sponsor will Managing Owner is not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents Solely with respect to Creation Orders or Redemption Orders executed through the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the SponsorCNS Clearing Process, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, as a Participating Party, hereby authorizes the Sponsor agrees transmission to provide the NSCC on behalf of the Authorized Participant by the Transfer Agent of such instructions consistent with reasonable advance written notice identifying the recordings instructions issued by the Authorized Participant. The Authorized Participant agrees to be so disclosed, together with copies bound by the terms of such recordings, so that instructions issued and reported to NSCC by the Transfer Agent as though such instructions were issued by the Authorized Participant may seek a protective order or other appropriate remedy with respect directly to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantNSCC.
Appears in 1 contract
Sources: Participant Agreement (Invesco DB G10 Currency Harvest Fund)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticerecorded telephone lines.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the Trust.Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that the Sponsor, or its designee, General Partner has determined would have adverse tax consequences to the Trust or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the SponsorGeneral Partner, the Marketing Agent or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the General Partner, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit (as defined in Section 6).
(d) The SponsorGeneral Partner acting by itself or through the Marketing Agent may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, General Partner nor the Marketing Agent shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Purchaser Agreement (United States Natural Gas Fund, LP)
Orders. (a) All orders to create purchase or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c15(c) within a commercially reasonable time following receipt of such notice. The Trust, on behalf of each Fund, directs the Authorized Participant to contribute or receive cash payments directly to the Commodity Contract Counterparty [in accordance with the Procedures].
(b) The Authorized Participant acknowledges and agrees that each order to create purchase a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trustapplicable Fund.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the NYSE, CBOT, or COMEX is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency a Market Disruption Event in the underlying index exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. .
(d) The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations purchases of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(de) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(ef) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the NYSE, CBOT, or COMEX is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fg) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (ETFS Collateralized Commodities Trust)
Orders. (a) All orders to create or redeem Creation Units shall sha
(b) ll be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(bc) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the Trust.
(cd) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] Nasdaq is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders, such as (but not limited to) rebalancing dates. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(de) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(ef) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] Nasdaq is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fg) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (Hashdex Nasdaq Crypto Index US ETF)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Administrator and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order.
(d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of repurchaseredemption, or postpone the purchase applicable redemption settlement date, (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the fulfillment of Gold or any swap or other instrument held by a purchase order Fund is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) . Neither the acceptance or receipt of which could, in the opinion of counsel to Administrator nor the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fe) The Authorized Participant hereby consents to the use Trust may, in its sole discretion, permit or require a quantity of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed Gold to be added to or subtracted from an Order when issuing or redeeming shares (a waiver “Gold Adjustment Amount”). A Gold Adjustment Amount reflects the actual amount of any Gold due to be delivered to or from the Trust’s gold delivery provider (the “Gold Delivery Amount”), in case that Gold Delivery Amount differs from Gold Delivery Amount used to calculate the applicable rules of evidence in any proceedingFund’s net asset value. If the Trust notifies the Administrator that a Gold Adjustment Amount is required, the Administrator will notify the Participant and the Trust’s transfer agent. In the event that the Sponsorcase of a Creation Order, the TrustParticipant shall, on behalf of itself or any the party on whose behalf it is acting, deliver a quantity of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with Gold into the Authorized Participant, Fund Unallocated Account that takes into account the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do soGold Adjustment Amount. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedycase of a Redemption Order, the Sponsor, the Trust, or any quantity of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required Gold to be furnished and delivered into the Participant Unallocated Account will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded reflect the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantGold Adjustment Amount.
Appears in 1 contract
Sources: Authorized Participant Agreement (World Currency Gold Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the ProceduresProcedures (as provided in Attachment A to this Agreement). Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Managing Owner shall take all reasonable steps to cause the appropriate party to provide the Authorized Participant with copies of such recordings upon reasonable request. The Managing Owner may issue, or caused to be issued, issue additional or other procedures Procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees that on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that, as provided in the Procedures, each order to create a Creation Unit (a “Purchase Order”) Order and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for Transfer Agent (as defined in the Trust.Procedures). A form of Creation Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, Managing Owner or its designee, delegate shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Creation Basket Capital Contribution (as defined in the Trust Agreement) made in connection with a Creation Order (i) determined by the Sponsor, Managing Owner or its designee, delegate not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Managing Owner, be unlawful; or (iviii) if circumstances outside the control of the SponsorManaging Owner make it, or its designee, make it for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets. The Sponsor Managing Owner shall reject a Creation Order or Creation Basket Capital Contribution if it reasonably believes that such order would have adverse tax consequences to any Fund or its shareholders. The Managing Owner shall notify the Authorized Participant of any rejection of an order as soon as reasonably practicable. The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase OrderCreation Order or Creation Basket Capital Contribution.
(d) The Sponsor, or its designee, Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises in writing that it would be illegal under applicable laws and regulations, and the Sponsor, or its designee, . The Managing Owner shall not have no any liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption “Settlement Time” (as described in the Procedures), (i) for any period during which [Nasdaq] the NYSE Arca, Inc. or any exchange on which a Fund’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of owners of beneficial interests in Shares (the shareholders“Beneficial Owners”). The Sponsor will Managing Owner shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents Solely with respect to Creation Orders or Redemption Orders effected through the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the SponsorCNS Clearing Process, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, as a Participating Party, hereby authorizes the Sponsor agrees transmission to provide the NSCC on behalf of the Authorized Participant by the Transfer Agent such instructions consistent with reasonable advance written notice identifying the recordings instructions issued by the Authorized Participant. The Authorized Participant agrees to be so disclosed, together with copies bound by the terms of such recordings, so that instructions issued and reported to NSCC by the Transfer Agent as though such instructions were issued by the Authorized Participant may seek a protective order or other appropriate remedy with respect directly to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantNSCC.
Appears in 1 contract
Sources: Participant Agreement (STREAM S&P Dynamic Roll Global Commodities Fund)
Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after it has been accepted by the specified Cut- off Time for Trust (directly or through the TrustSponsor or Distributor).
(c) The Sponsor may, shall treat the Authorized Participant in its discretion, suspend an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed Authorized Participant other than for customary holidays or weekend closings; the same reasons as it would reject an Order of any other participant.
(iid) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person acting by itself or in any way for any loss through BNY Mellon or damages that may result from any such suspension or postponement. The Sponsor, or its designee, the Order Examiner shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if the order is determined by the Sponsor, or its designee, Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) if the Sponsor believes that the Sponsor, or its designee, has determined acceptance would have adverse tax consequences to the Trust or its shareholders and has disclosed to the Beneficial OwnersAuthorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which coulda Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the Sponsor, the Order Examiner or its designee, BNY Mellon make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the Sponsor, the Order Examiner or BNY Mellon shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(de) The SponsorSponsor acting by itself or through BNY Mellon may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, unlawful and the SponsorSponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or its designee(iii) if, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; redemption, the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected otherwise stated in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantProspectus.
Appears in 1 contract
Sources: Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the "Procedures"). Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticerecorded telephone lines.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “"Purchase Order”") and each order to redeem a Creation Unit Basket (a “"Redemption Order”", and each Purchase Order and Redemption Order, an “"Order”") delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after Purchaser upon its delivery to the specified Cut- off Time for the Trust.Marketing Agent. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that the Sponsor, or its designee, General Partner has determined would have adverse tax consequences to the Trust Limited Partnership or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the Sponsor, General Partner or its designee, the Marketing Agent make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor Neither the General Partner nor the Marketing Agent shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit.
(d) The Sponsor, General Partner acting by itself or its designee, through the Marketing Agent shall reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, General Partner nor the Marketing Agent shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Purchaser Agreement (United States Oil Fund, LP)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures procedures. of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered may not be revoked by the Authorized Participant upon its delivery of the Order to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the Trust.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the AMEX, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (ProShares Trust II)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set fro in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticerecorded telephone lines.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the Trust.Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that the Sponsor, or its designee, General Partner has determined would have adverse tax consequences to the Trust or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the SponsorGeneral Partner, the Marketing Agent or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the General Partner, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit (as defined in Section 6).
(d) The SponsorGeneral Partner acting by itself or through the Marketing Agent may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, General Partner nor the Marketing Agent shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Fund Authorized Purchaser Agreement (GreenHaven Continuous Commodity Index Fund)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trust.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the CBOE, CFE, CME (including CBOT and NYMEX) or ICE is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the CBOE, CFE, CME (including CBOT and NYMEX) or ICE is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (Osprey Bitcoin Trust)
Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Proceduresapplicable Procedures for the Fund as listed on Annex A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures. The Administrator and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order.
(d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of repurchaseredemption, or postpone the purchase applicable redemption settlement date, (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the fulfillment of Gold or any swap or other instrument held by a purchase order Fund is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) . Neither the acceptance or receipt of which could, in the opinion of counsel to Administrator nor the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (World Gold Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after its delivery to and acceptance by the specified Cut- off Time for the Trust.Distributor. A form of Creation/Redemption Order Form is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Distributor shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Sponsor, or its designee, Distributor not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Managing Owner, be unlawful; or (iviii) if circumstances outside the control of the SponsorDistributor or the Managing Owner, or its designeeas applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets. The Sponsor Distributor shall not reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the Managing Owner that it believes that such order would have adverse tax consequences to any Trust or its shareholders. Neither the Managing Owner nor the Distributor shall be liable to any person by reason of the rejection of any Purchase OrderCreation/Redemption Order Form or Creation Basket Capital Contribution.
(d) The Sponsor, or its designee, Distributor shall reject any Redemption Order the fulfillment of which its counsel to the Managing Owner advises in writing that it would be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, Managing Owner nor the Distributor shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. or any exchange on which a Trust’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution delivery, disposal or evaluation of a Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the shareholdersBeneficial Owners. The Sponsor will Managing Owner shall promptly notify the Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Participant Agreement (FactorShares S&P Gold Premium)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and ; provided that the Sponsor shall provide the Authorized Participant with prior notice of any revised procedures and any revised procedures shall not apply retroactively to orders submitted prior to such change in procedures or prior to the time at which the Authorized Participant received notice of any such change. To the extent the Authorized Participant purchases or sells any Shares, it will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) of this Agreement within a commercially reasonable time following receipt of such notice.
(bi) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “"Purchase Order”") and each order to redeem a Creation Unit (a “"Redemption Order”", and each and, together with a Purchase Order and Redemption Order, each an “"Order”") delivered to the Sponsor, or the Sponsor’s 's designee, may not be revoked by the Authorized Participant after the specified Cut- off Time for the TrustOrder Cut-Off Time.
(cii) The Sponsor may, in its discretion, suspend the right of repurchasecreations, or postpone the purchase settlement datedate of a Purchase Order, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. (the "Exchange") is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholdersowners of Shares ("Shareholders"). The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Authorized Participant understands and agrees that in the event the Basket Payment is not transferred to the Trust by the time specified for the Purchase Order, or Shares are not delivered to the Transfer Agent by the time specified for the Redemption Order and, in each such case, in compliance with the Trust Agreement, the Procedures and this Agreement, the Purchase Order or Redemption Order may be cancelled by the Sponsor and the Authorized Participant will be responsible for all costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to the cancelled Order. The Authorized Participant will not, however, be responsible for costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to cancelled Orders to the extent the failure to transfer the Basket Payment to the Trust is due to the gross negligence, bad faith or willful misconduct of the Transfer Agent or the Sponsor. The foregoing provisions notwithstanding, the Authorized Participant shall not be liable for any failure or delay in making a Basket Payment in respect of a Purchase Order or for any failure or delay in surrendering Shares for redemption arising from any events set forth in, or similar to those contemplated in, Section 15 hereto. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order or Redemption Order will be extended as determined by the Sponsor in its sole discretion. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order if: (i) it is determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined believes the acceptance or receipt of the Order would have adverse tax consequences to the Trust or to the Beneficial Ownersits Shareholders; (iii) the acceptance or receipt of which couldthe Order would, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation UnitsOrders. The Neither the Sponsor nor any designee shall not be liable to any person by reason of the rejection of any Purchase Order. The Sponsor will promptly return to the Authorized Participant upon rejection of an Order all cash and any other property or assets tendered by the Authorized Participant, as well as all fees paid to the Sponsor, the Trust's administrator or marketing agent by the Authorized Participant, including, without limitation, any transaction fees, with respect to such rejected Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemptionRedemptions, or postpone the applicable settlement date of a Redemption Settlement Time, Order: (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution fulfillment of a Redemption Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholdersShareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fe) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided . The Authorized Participant also consents to the Sponsor's or the Trust's provision of information received from the Authorized Participant in connection with this Agreement to the Transfer Agent or the Custodian related to their responsibilities with respect to anti-money laundering, counter-terrorist financing and economic sanctions laws, rules, regulations, executive orders and requirements (including the U.S. Bank Secrecy Act, the USA PATRIOT Act, and regulations of the U.S. Treasury Department which implement such consent shall not deemed to be a waiver acts) administered by any governmental authority of the United States (including OFAC of the U.S. Department of the Treasury) or any other applicable rules of evidence in any proceedingdomestic or foreign authority over the Trust. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s 's express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (Wilshire wShares Enhanced Gold Trust)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Administrator and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticeprocedures.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order.
(d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of repurchaseredemption, or postpone the purchase applicable redemption settlement date, (i) for any period during which [Nasdaq] the Exchange is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the fulfillment of Gold or any swap or other instrument held by a purchase order Fund is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) . Neither the acceptance or receipt of which could, in the opinion of counsel to Administrator nor the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (World Currency Gold Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticerecorded telephone lines.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the Trust.Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that the Sponsor, or its designee, General Partner has determined would have adverse tax consequences to the Trust or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the SponsorGeneral Partner, the Marketing Agent or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the General Partner, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit (as defined in Section 6).
(d) The SponsorGeneral Partner acting by itself or through the Marketing Agent may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as if the Sponsor General Partner determines that circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it unlikely that the Units to be necessary for delivered under the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment Redemption Order will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participantdelivered.
Appears in 1 contract
Sources: Authorized Purchaser Agreement (United States Natural Gas Fund, LP)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement and the ProceduresAP Handbook. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after its delivery to and acceptance by the specified Cut- off Time for the Trust.Distributor. A form of Creation/Redemption Order Form is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend and the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Distributor shall also each have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Sponsor, Sponsor or its designee, Distributor not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (iviii) if circumstances outside the control of the Distributor or the Sponsor, or its designeeas applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets; or (iv) if the Sponsor believes that acceprance would have adverse tax consequences to the Fund or its shareholders. The Distributor shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the Sponsor that it believes that such order would have adverse tax consequences to the Trust, any Fund, or its shareholders. Neither the Sponsor nor the Distributor shall not be liable to any person by reason of the rejection of any Purchase OrderCreation/Redemption Order Form or Creation Basket Capital Contribution.
(d) The Sponsor, Sponsor or its designee, Distributor shall reject any Redemption Order (i) the fulfillment of which its counsel to the Sponsor advises would might be illegal unlawful under applicable laws and regulations, and ; or (ii) if the Sponsor, Sponsor believes that acceptance would have adverse consequences to the Fund or its designee, shareholders. Neither the Sponsor nor the Distributor shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the NYSE Arca, Inc. or any exchange on which a Funds’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholdersBeneficial Owners. The Sponsor will shall promptly notify the Distributor of any action taken pursuant to this Section 3(e). The Sponsor and the Distributor shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Participant Agreement (Direxion Shares ETF Trust II)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, this Agreement Agreement, the Registration Statement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating Authorized Participant hereby consents to the manner use of creating recorded telephone lines whether or redeeming Creation Units which are not related to such use is reflected in the Procedures, Procedures and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice.Authorized
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to or redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after its delivery to and acceptance by the specified Cut- off Time for Sponsor. Notwithstanding the Trustforegoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of Creation/Redemption Order Form is attached hereto as Exhibit B (a “Creation/Redemption Order Form”).
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form, and the associated Order, (i) determined by the Sponsor, or its designee, if it determines not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor Sponsor, be unlawful; or (iviii) if circumstances outside the control of the Sponsor, in its sole discretion, believes it is impracticable, not reasonably feasible, or not in the best interest of the Trust or its designee, make it for all practical purposes not feasible Shareholders to process creations of Creation Unitsthe Baskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (to the extent it is permitted to do so), the reason for such rejection, and in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or Redemption Order in proper form prior to rejection. Neither the Sponsor nor the Transfer Agent shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Redemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order.
(d) The Sponsor, or its designee, Sponsor shall reject any Redemption Order whereby the fulfillment of which its counsel to the Sponsor advises in writing would be illegal under applicable laws and regulations, and in which case the Sponsor, Sponsor or its designee, the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3(c) above. Neither the Sponsor nor the Transfer Agent shall have no liability to any person for rejecting the rejection of a Redemption Order in such circumstances.,
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] the Cboe BZX Exchange, Inc., or any exchange on which the Trust’s assets are regularly traded is closed other than for customary holidays weekend or weekend holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the redemption distribution Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the shareholdersBeneficial Owners; or (iv) as otherwise provided herein, in the Registration Statement or in the Trust Agreement. The Sponsor will shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected Without limiting any other provisions herein, in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees intends to provide the Authorized Participant with reasonable advance written notice identifying the recordings prevent or prohibit creations or redemptions, it will do so by a disclosure made to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participantall authorized participants simultaneously.
Appears in 1 contract
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trust.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] Nasdaq is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] Nasdaq is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (Valkyrie Bitcoin Fund)
Orders. (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c16(c) within a commercially reasonable time following receipt of such notice.
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after the specified Cut- Cut-off Time for the Trustapplicable Fund.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] any of the NYSE Arca, BATS Exchange, NYSE, CME, CBOT, ICI/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closingsclosings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. .
(d) The Sponsor, or its designee, also shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(de) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(ef) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] any of the NYSE Arca, BATS Exchange, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings; closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (iii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(fg) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (ProShares Trust II)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust LLC Agreement, this Agreement and the Procedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor Manager may issue, or caused to be issued, additional or other issue procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will shall comply with such procedures of which it has received notice delivered been notified in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticethis Agreement.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit one or more Baskets (a “Redemption Order”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant after upon its delivery to the specified Cut- off Time for the Trust.Manager or its delegate. A form of Creation Order Form is attached hereto as Exhibit B and a form of Redemption Order Form is attached hereto as Exhibit C.
(c) The Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, Manager or its designee, delegate shall also have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Total Basket Amount if (i) determined by the Sponsor, or its designee, Creation Order is not to be in proper form; form as described herein, (ii) the Creation Order would cause participation by benefit plan investors in the Fund to be “significant” (as that term is defined in the SponsorPlan Asset Regulations), or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, Manager or its designee, delegates make it for all practical purposes not feasible for the Fund to process creations issue Creation Baskets, (iv) the fulfillment of the Creation UnitsOrder, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Manager or its delegate or (vi) for any reason at any time or from time to time. The Sponsor Manager or its delegates shall not be liable to any person by reason of the rejection of any Purchase OrderCreation Order or Total Basket Amount.
(d) The Sponsor, Manager or its designeedelegate shall have the absolute right, but shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the Fund to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Manager or its delegates make it for all practical purposes not feasible to redeem Redemption Baskets, (iv) the fulfillment of which its counsel advises would the Redemption Order, in the opinion of counsel, might be illegal under applicable laws and regulationsunlawful, and (v) any such action is deemed necessary or advisable by the Sponsor, Manager or its designee, delegate or (vi) for any reason at any time or from time to time. The Manager or its delegates shall have no liability not be liable to any person for rejecting a by reason of the rejection of any Redemption Order in such circumstancesor Redemption Baskets.
(e) The Sponsor maycreation and, in its discretionif permitted, suspend the right redemption of redemptionShares may be suspended generally, or postpone the applicable refused with respect to a particular Creation Order or Redemption Settlement TimeOrder, (i) for during any period during which [Nasdaq] is the transfer books of the Transfer Agent (as defined in the LLC Agreement) are closed other than or if circumstances outside the control of the Manager or its delegate make it for customary holidays all practicable purposes not feasible to process such Orders. None of the Manager or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to its delegates shall be necessary liable for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver rejection of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized ParticipantOrder.
Appears in 1 contract
Sources: Participant Agreement (Grayscale Digital Large Cap Fund LLC)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust Agreement, the Deposit Account Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice18(c).
(b) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked by the Authorized Participant upon its delivery to the Trustee. A form of Purchase Order and Redemption Order is attached hereto as Exhibit B. Notwithstanding the foregoing, the Trustee agrees to use reasonable efforts to facilitate cancellation of an Order upon prompt inquiry from the Authorized Participant after placing such Order and only where the specified Cut- off Time written cancellation of the Order has been delivered to the Trustee (by the method permitted for delivery of the TrustOrder to the Trustee) not later than the Order Cut-Off Time, or Early Order Cut-Off Time, as applicable.
(c) The Sponsor may, in its discretion, suspend delivery of the right Shares against deposits of repurchaseSingapore Dollars may be suspended generally, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order.
(d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy refused with respect to particular requested deliveries, during any period when the recordings transfer books of the Trustee are closed or waive its right to do so. In if any such action is deemed necessary or advisable by the event that such protective order or other remedy is not obtained, Trustee or the Authorized Participant waives its right Sponsor for any reason at any time or from time to seek such protective order or remedytime. Except as otherwise provided in the Trust Agreement, the Sponsor, the Trust, or any surrender of their affiliated persons, as the case Shares for purposes of withdrawing Singapore Dollars may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to not be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participantsuspended.
Appears in 1 contract
Sources: Participant Agreement (Invesco CurrencyShares Singapore Dollar Trust)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “Procedures”), except in the case of the Initial Authorized Purchaser’s or any other Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set fro in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticerecorded telephone lines.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after the specified Cut- off Time for the Trust.Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that the Sponsor, or its designee, General Partner has determined would have adverse tax consequences to the Trust or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the SponsorGeneral Partner, the Marketing Agent or its designee, the Custodian make it for all practical purposes not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the General Partner, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit (as defined in Section 6).
(d) The SponsorGeneral Partner acting by itself or through the Marketing Agent may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, General Partner nor the Marketing Agent shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Purchaser Agreement (United States Oil Fund, LP)
Orders. (a) All orders to create or redeem Creation Units Baskets shall be made in accordance with the terms of the Trust AgreementProspectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor General Partner may issue, or caused to be issued, issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures procedures. The Authorized Purchaser hereby consents to the use of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such noticerecorded telephone lines.
(b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be revoked withdrawn by the Authorized Participant after Purchaser. A copy of the specified Cut- off Time for the Trust.Purchase/Redemption Order Form is attached hereto as Exhibit B.
(c) The Sponsor may, in its discretion, suspend General Partner acting by itself or through the right of repurchase, or postpone the purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, Marketing Agent shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the Sponsor, or its designee, General Partner not to be in proper form; (ii) that the Sponsor, or its designee, General Partner has determined would have adverse tax consequences to the Trust or to the Beneficial OwnersFund; (iii) the acceptance or receipt of which couldwould, in the opinion of counsel to the Sponsor General Partner, be unlawful; or (iv) if circumstances outside the control of the SponsorGeneral Partner, the Marketing Agent or its designeethe Custodian make it, make it for all practical purposes purposes, not feasible to process creations of Creation UnitsBaskets. The Sponsor None of the General Partner, the Marketing Agent or the Custodian shall not be liable to any person by reason of the rejection of any Purchase OrderOrder or Creation Basket Deposit (as defined in Section 6).
(d) The SponsorGeneral Partner acting by itself or through the Marketing Agent may, or in its designeesole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises would may be illegal under applicable laws and regulations, and neither the Sponsor, or its designee, General Partner nor the Marketing Agent shall have no liability to any person for rejecting a Redemption Order in such circumstances.
(e) The Sponsor General Partner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Timeredemption settlement date, (i1) for any period during which [Nasdaq] the American Stock Exchange or the NYMEX, COMEX, NYBOT-ICE, CBOT, CME is closed other than for customary holidays weekend or weekend NYMEX, COMEX, NYBOT-ICE, CBOT, CME holiday closings; , or trading on the American Stock Exchange or the is suspended or restricted, (ii2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries or other assets of the redemption distribution Fund is not reasonably practicable; , or (iii3) for such other period as the Sponsor General Partner determines to be necessary for the protection of the shareholderslimited partners. The Sponsor None of the General Partner, the Marketing Agent, the Administrator or the Custodian will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
(f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.
Appears in 1 contract
Sources: Authorized Purchaser Agreement (GreenHaven Continuous Commodity Index Fund)