SUMMARY. As provided in the Trust Agreement of the Trust, as amended (the “Trust Agreement”), as currently in effect and described in the Prospectus (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Shares, a “Creation Unit”). Creation Units are offered only pursuant to a registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together with the prospectus of the Trust (the “Prospectus”) included therein. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), or a successor depository, and only in exchange for cash. This Agreement and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement or Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”). To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 6 contracts
Sources: Authorized Participant Agreement (Canary HBAR ETF), Authorized Participant Agreement (Canary SUI ETF), Authorized Participant Agreement (Canary XRP ETF)
SUMMARY. As provided in the trust agreement governing each Trust Agreement of the Trust(each, as amended (the a “Trust Agreement”), as currently in effect and described in the Prospectus Confidential Private Placement Memorandum of each Trust (defined beloweach, a “Memorandum”), common units of fractional undivided beneficial interest in and ownership of the a Trust (the “Shares”) may be created or or, if authorized by the Sponsor, redeemed by the Sponsor for an Authorized Participant such Trust, in aggregations of a minimum of 10,000 100 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such Trust. Creation Units Baskets of a Trust are offered only pursuant to a registration statement of the Trust on Form S-1relevant Memorandum, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter thereafter, or any successor registration statement Memorandum in respect of Shares of the Trust (collectively, the “Registration Statement”) together with the prospectus of the Trust (the “Prospectus”) included thereinsuch Trust. Under the each Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets, or delegate authority to issue Baskets, to, and redeem Creation Units and, if redemptions are authorized by the Sponsor, accept redemptions of Baskets from, authorized participantsAuthorized Participants. The Authorized Participant may purchase Baskets of a Trust for its own account or as agent for investors who have entered into a subscription agreement (the “Subscription Agreement”) relating to such Trust with the Authorized Participant (each such investor, only through the facilities of the Depository Trust Company (an “DTCInvestor”), but it does not have any obligation or a successor depository, and only in exchange for cashresponsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence Baskets of the a Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a Trust Agreement, the provisions of such Trust Agreement shall control, and to the extent there is a conflict between any provision of this Agreement and the provisions of a Memorandum, such Memorandum shall control; provided, however, that if there is a conflict between the Procedures (defined below) and any provision of a Trust Agreement (other than Section 1.5 and Section 6.4(m) of such Trust Agreement) or Authorized Participant a Memorandum, the Procedures Handbook set forth shall control; and provided, further, that in Attachment A hereto (the “event of any conflict between Section 1.5 and Section 6.4(m) of such Trust Agreement and any of the provisions of this Agreement, the corresponding Memorandum or the Procedures”), Section 1.5 and Section 6.4(m) of such Trust Agreement shall control. For the avoidance of doubt, any action which is referred to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized to take such action. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreement. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
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))
SUMMARY. As provided in the trust agreement governing each Trust Agreement of the Trust(each, as amended (the a “Trust Agreement”), as currently in effect and described in the Prospectus Confidential Private Placement Memorandum of each Trust (defined beloweach, a “Memorandum”), common units of fractional undivided beneficial interest in and ownership of the a Trust (the “Shares”) may be created or or, if authorized by the Sponsor, redeemed by the Sponsor for an Authorized Participant such Trust, in aggregations of a minimum of 10,000 100 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such Trust. Creation Units Baskets of a Trust are offered only pursuant to a registration statement of the Trust on Form S-1relevant Memorandum, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter thereafter, or any successor registration statement Memorandum in respect of Shares of the Trust (collectively, the “Registration Statement”) together with the prospectus of the Trust (the “Prospectus”) included thereinsuch Trust. Under the each Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets, or delegate authority to issue Baskets, to, and redeem Creation Units and, if redemptions are authorized by the Sponsor, accept redemptions of Baskets from, authorized participantsAuthorized Participants. The Authorized Participant may purchase Baskets of a Trust for its own account or as agent for investors who have entered into a subscription agreement (the “Subscription Agreement”) relating to such Trust with the Authorized Participant (each such investor, only through the facilities of the Depository Trust Company (an “DTCInvestor”), but it does not have any obligation or a successor depository, and only in exchange for cashresponsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence Baskets of the a Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a Trust Agreement, the provisions of such Trust Agreement shall control, and to the extent there is a conflict between any provision of this Agreement and the provisions of a Memorandum, such Memorandum shall control; provided, however, that if there is a conflict between the Procedures (defined below) and any provision of a Trust Agreement (other than Section 1.5 and Section 6.4(m) of such Trust Agreement) or a Memorandum, the Procedures shall control; and provided, further, that in the event of any conflict between Section 1.5 and Section 6.4(m) of such Trust Agreement and any of the provisions of this Agreement, the corresponding Memorandum or the Procedures, Section 1.5 and Section 6.4(m) of such Trust Agreement shall control. For the avoidance of doubt, any action which is referred to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized to take such action. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreement. The Authorized Participant Procedures Handbook set forth in Attachment A hereto may designate one or more third parties, which may be affiliates, to source, deliver and/or receive digital assets on behalf of the Authorized Participant (the any such third party, a “ProceduresLiquidity Provider”). If the Authorized Participant has designated a Liquidity Provider, then where the Authorized Participant is under an obligation to deliver, receive or otherwise transfer digital assets under this Agreement (including pursuant to any provisions of any schedule or attachment hereto), that obligation shall be performed by its Liquidity Provider and not the Authorized Participant. In addition, the Authorized Participant shall cause its Liquidity Provider to comply with any representation, warranty or covenant thereof relating to the delivery, receipt or transfer of digital assets required to be made by the Authorized Participant hereunder. For the avoidance of doubt and notwithstanding anything else herein to the contrary, the Authorized Participant shall be fully liable for any failure of any Liquidity Provider to perform such obligation or make such representation, warranty or covenant and no Liquidity Provider shall receive any fees or other form of compensation from the Sponsor or any of the Trusts hereunder. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
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))
SUMMARY. As provided The Sponsor serves in the its capacity as Sponsor of each Trust, pursuant to an Amended and Restated Declaration of Trust and Trust Agreement of the for each Trust, as amended (the each a “Trust Agreement”). BNY Mellon and Foreside Global Services, LLC (the “Order Examiner”) each serve as currently agents of the Sponsor and/or each Trust for the purposes of this Agreement, and all references to agreements, obligations or duties of Transfer Agent, or Order Examiner herein shall be deemed references to agreements, obligations or duties of the Sponsor or the Trust acting through the relevant agent. As provided in effect each Trust Agreement and described in the Prospectus each Trust’s prospectus, which is contained in each Trust’s Registration Statement (as defined below) as supplemented and amended from time to time (the “Prospectus”), common units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed through the Transfer Agent by the Sponsor for an Authorized Participant in aggregations of a minimum specified number of 10,000 Shares stated in the Prospectus and restated in Exhibit E hereto (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket” or “Redemption Basket,” respectively; collectively, “Baskets”). Creation Units Baskets are offered only pursuant to a the most recent registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇)each Trust, as declared effective by the Securities and Exchange Commission (the “SEC”) and remaining effective and current, and no stop order having been issued with respect to it, and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together with ). Authorized Participants are the prospectus of the Trust (the “Prospectus”) included therein. Under the Trust Agreement, the Sponsor is authorized only persons that may place orders to issue Creation Units to, create and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), Baskets or a successor depository, and only in exchange for cash. This Agreement and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processRedemption Baskets. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust applicable Prospectus. To the extent there is a conflict between any provision of this Agreement or Authorized Participant Procedures Handbook set forth (other than the indemnities provided in Attachment A hereto (Section 10) and the “Procedures”)provisions of the relevant Prospectus, the provisions of the relevant Prospectus shall control. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 4 contracts
Sources: Authorized Participant Agreement (21Shares Dogecoin ETF), Authorized Participant Agreement (21Shares Solana ETF), Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)
SUMMARY. The Trustee serves as the trustee of the Trust pursuant to the Depositary Trust Agreement dated as of __________, 2005, among the Sponsor, the Trustee, the registered owners and beneficial owners from time to time of Euro Currency Shares issued thereunder and all depositors (the "Trust Agreement"). As provided in the Trust Agreement of the Trust, as amended (the “Trust Agreement”), as currently in effect and described in the Prospectus (defined below), units of fractional undivided beneficial interest interests in and ownership of the Trust (the “"Shares”") may be created or redeemed by the Sponsor Trustee for an Authorized Participant in aggregations of a minimum of 10,000 fifty thousand (50,000) Shares (each aggregation of 10,000 Sharesaggregation, a “Creation Unit”"Basket"). Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇333-▇▇▇▇▇▇▇125581), as declared effective by the Securities and Exchange Commission (“"SEC”") and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “"Registration Statement”") together with the prospectus of the Trust (the “"Prospectus”") included therein. Under the Trust Agreement, the Sponsor Trustee is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participantsAuthorized Participants under the Trust Agreement, only through the facilities of the The Depository Trust Company (“"DTC”), ") or a successor depository, and only in exchange for cashan amount of euro that is transferred between such Authorized Participant and the Trust. Under the Trust Agreement, the Trustee issues Baskets in exchange for euro which are transferred by an Authorized Participant to the London Branch of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the "Depository"), and when the Trustee redeems Baskets tendered for redemption by an Authorized Participant in exchange for euro, the euro held in the Trust Account are transferred to the Authorized Participant by the Depository. The foregoing euro transfers are also governed by the Deposit Account Agreement the Trust has entered into with the Depository (the "Deposit Account Agreement"). This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation UnitsBaskets. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence life of the Trust, a “"distribution,” " as such term is used in the Securities Act of 1933, as amended (“"1933 Act”"), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, that would render it a statutory underwriter and subject it to the prospectus- prospectus-delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “"Plan of Distribution” " portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders placing an Order (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or Authorized Participant Procedures Handbook set forth in Attachment A hereto (and the “Procedures”)provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 2 contracts
Sources: Participant Agreement (Euro Currency Trust), Participant Agreement (Euro Currency Trust)
SUMMARY. As provided The Sponsor serves in its capacity as Sponsor of the Trust pursuant to an Amended and Restated Declaration of Trust and Trust Agreement dated as of the Trust____________, as amended 2023 (the “Trust Agreement”). BNY Mellon and Foreside Global Services, LLC (the “Order Examiner”) each serve as currently agents of the Sponsor and/or the Trust for the purposes of this Agreement, and all references to agreements, obligations or duties of Transfer Agent, or Order Examiner herein shall be deemed references to agreements, obligations or duties of the Sponsor or the Trust acting through the relevant agent. As provided in effect the Trust Agreement and described in the Prospectus Trust’s prospectus, which is contained in the Trust’s Registration Statement (as defined below) as supplemented and amended from time to time (the “Prospectus”), common units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed through the Transfer Agent by the Sponsor for an Authorized Participant in aggregations of a minimum specified number of 10,000 Shares stated in the Prospectus and restated in Exhibit E hereto (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket” or “Redemption Basket,” respectively; collectively, “Baskets”). Creation Units Baskets are offered only pursuant to a the most recent registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇)Trust, as declared effective by the Securities and Exchange Commission (the “SEC”) and remaining effective and current, and no stop order having been issued with respect to it, and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together with ). Authorized Participants are the prospectus of the Trust (the “Prospectus”) included therein. Under the Trust Agreement, the Sponsor is authorized only persons that may place orders to issue Creation Units to, create and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), Baskets or a successor depository, and only in exchange for cash. This Agreement and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processRedemption Baskets. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Prospectus. To the extent there is a conflict between any provision of this Agreement or Authorized Participant Procedures Handbook set forth (other than the indemnities provided in Attachment A hereto (Section 10) and the “Procedures”)provisions of the Prospectus, the provisions of the Prospectus shall control. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 2 contracts
Sources: Authorized Participant Agreement (Ark 21Shares Bitcoin ETF), Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)
SUMMARY. As provided in the Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the applicable Prospectus (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in such aggregations of a minimum of 10,000 Shares as described in the applicable Prospectus (each aggregation of 10,000 Sharesaggregation, a “Creation Unit”). Creation Units are offered only pursuant to a registration statement statements of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇)Trust, as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration StatementStatements”) together with the prospectus prospectuses of the Trust (each a “Prospectus” and collectively, the “ProspectusProspectuses”) included therein. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), or a successor depository, and only in exchange for cash. This Agreement and the Authorized Participant Procedures Handbook (defined belowthe “Procedures”) (attached in Attachment A) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, would render it a statutory underwriter and subject it to the prospectus- prospectus-delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the applicable Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined belowbelow in Section 3). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement or Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”). To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
Sources: Authorized Participant Agreement (ProShares Trust II)
SUMMARY. The Fund will engage in the business of investing and reinvesting its assets as described in the prospectus (the “Prospectus”) included as part of its registration statement, as amended, on Form S-1 (No. 333- ) (“Registration Statement”). References to the Prospectus are to the then current Prospectus as it may be supplemented or amended from time to time. As provided in the Declaration of Trust and Trust Agreement of the Trust, as amended Fund (the “Trust Agreement”), ) as currently in effect and as described in the Prospectus (defined below)Fund’s Prospectus, units of fractional undivided beneficial interest in and ownership interests of the Trust Fund (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant only in aggregations of a minimum specified number of 10,000 Shares (each aggregation of 10,000 Shares, referred to therein and herein as a “Creation UnitBasket”). Creation Units are offered only pursuant to The number of Shares constituting a registration statement Basket is set forth in the Fund’s Prospectus. Baskets of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same Shares may be amended from time to time thereafter purchased only by or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together through an Authorized Participant that has entered into an Authorized Participant Agreement with the prospectus of the Trust (the “Prospectus”) included thereinDistributor. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), or a successor depository, and only The Prospectus provides that Baskets generally will be sold in exchange for casha Capital Contribution (as defined in Article 4 hereof) plus a purchase “Transaction Fee” as described in the Prospectus, delivered to the Sponsor by the Authorized Participant for its own account or acting on behalf of another party. This Agreement is intended to set forth certain premises and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or purchase and/or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence Baskets of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, procedures for processing an order to purchase Shares (each a “Purchase Order”) and an order to cause its employees redeem Shares (each a “Redemption Order”) are described in the Fund’s Prospectus and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect in Annex I to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement or Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”). To give effect All Purchase and Redemption Orders must be made pursuant to the foregoing premises procedures set forth in the Prospectus and in consideration Annex I hereto, as each may be amended by the Fund from time to time. An Authorized Participant may not place a Purchase Order before the fifth (5th) Business Day (as defined below) following execution and delivery to the Distributor of this Agreement and notification by the Distributor of the mutual covenants and agreements set forth below, Authorized Participant’s status. An Authorized Participant may not cancel a Purchase Order or a Redemption Order after an order is placed by the parties hereto agree as follows:Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (AirShares(TM) EU Carbon Allowances Fund)
SUMMARY. As provided in the Trust’s Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇285831), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashAvalanche (AVAX) or cash or Shares, as appropriate. This Agreement and the Procedures (defined below) set Agreement, including Exhibit C hereto, sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”)to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. Information Classification: Limited Access To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Trust’s Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇286959), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashBNB (BNB) or cash or Shares, as appropriate. This Agreement and the Procedures (defined below) set Agreement, including Exhibit C hereto, sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”)to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. Information Classification: Limited Access To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Declaration of Trust Agreement of the Trust, as amended Trust (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇333-▇▇▇▇▇▇▇189752), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participantsAuthorized Participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashbitcoin or Shares. This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”)to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Trust’s Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇255888), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashcash or Shares, or, following the receipt of In-Kind Regulatory Approval (defined below), Ether (ETH). This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. Until the Exchange listing the Trust’s Shares obtains the necessary regulatory approvals to permit the Trust to create and redeem Shares in-kind (the “In-Kind Regulatory Approval”), all purchases and redemptions by the Authorized Participant shall be in Attachment A cash pursuant to this Agreement, including the procedures described in Exhibit C hereto (the “Procedures”). To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Trust Agreement limited liability company agreement governing of the Trusteach Fund (each, as amended (the an “Trust LLC Agreement”), as currently in effect and described in the Prospectus Confidential Private Placement Memorandum of each Fund (defined beloweach, a “Memorandum”), units of fractional equal, fractional, undivided beneficial interest interests in and ownership of the Trust a Fund (the “Shares”) may be created or or, if authorized by the Manager, redeemed by the Sponsor for an Authorized Participant such Fund, in aggregations of a minimum of 10,000 100 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and entered into an effective Master Participant Agreement with such Fund. Creation Units Baskets of a Fund are offered only pursuant to a registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇), as declared effective by the Securities and Exchange Commission (“SEC”) and relevant Memorandum as the same may be amended from time to time thereafter or any successor registration statement Memorandum in respect of Shares of the Trust (collectively, the “Registration Statement”) together with the prospectus of the Trust (the “Prospectus”) included thereinsuch Fund. Under the Trust each LLC Agreement, the Sponsor Manager is authorized to issue Creation Units Baskets, or delegate authority to issue Baskets, to, and redeem Creation Units and, if redemptions are authorized by the Manager, accept redemptions of Baskets from, authorized participantsAuthorized Participants. The Authorized Participant may purchase Baskets of a Fund for its own account or as agent for investors who have entered into a subscription agreement (the “Subscription Agreement”) relating to such Fund with the Authorized Participant (each such investor, only through the facilities of the Depository Trust Company (an “DTCInvestor”), but it does not have any obligation or a successor depository, and only in exchange for cashresponsibility to the Manager or any Fund to affect any sale or resale of Shares. This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence Baskets of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processFund. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each LLC Agreement. To the Trust extent there is a conflict between any provision of this Agreement and the provisions of an LLC Agreement, the provisions of such LLC Agreement shall control, and to the extent there is a conflict between any provision of this Agreement and the provisions of a Memorandum, such Memorandum shall control; provided, however, that if there is a conflict between the Procedures (defined below) and any provision of a LLC Agreement (other than Section 1.4 and Section 5.4(m) of such LLC Agreement) or a Memorandum, the Procedures shall control; and provided, further, that in the event of any conflict between Section 1.4 and Section 5.4(m) of such LLC Agreement and any of the provisions of this Agreement, the corresponding Memorandum or the Procedures, Section 1.4 and Section 5.4(m) of such LLC Agreement shall control. For the avoidance of doubt, any action which is referred to herein as an action being taken by the Manager may be taken by a party whom the Manager has duly authorized to take such action. Additionally, any amendments to the Procedures will not require any amendments to any LLC Agreement. The Authorized Participant Procedures Handbook set forth in Attachment A hereto may designate one or more third parties, which may be affiliates, to source, deliver and/or receive digital assets on behalf of the Authorized Participant (the any such third party, a “ProceduresLiquidity Provider”). If the Authorized Participant has designated a Liquidity Provider, then where the Authorized Participant is under an obligation to deliver, receive or otherwise transfer digital assets under this Agreement (including pursuant to any provisions of any schedule or attachment hereto), that obligation shall be performed by its Liquidity Provider and not the Authorized Participant. In addition, the Authorized Participant shall cause its Liquidity Provider to comply with any representation, warranty or covenant thereof relating to the delivery, receipt or transfer of digital assets required to be made by the Authorized Participant hereunder. For the avoidance of doubt and notwithstanding anything else herein to the contrary, the Authorized Participant shall be fully liable for any failure of any Liquidity Provider to perform such obligation or make such representation, warranty or covenant and no Liquidity Provider shall receive any fees or other form of compensation from the Manager or any of the Funds hereunder. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
Sources: Master Participant Agreement (Grayscale Digital Large Cap Fund LLC)
SUMMARY. As provided in the Trust’s Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇285831), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashAvalanche (AVAX) or cash or Shares, as appropriate. This Agreement and the Procedures (defined below) set Agreement, including Exhibit C hereto, sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”)to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Declaration of Trust and Trust Agreement of the Trust, as amended Trust (the “"Trust Agreement”), as currently in effect ") and described in the Prospectus (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “"Shares”") may be created or redeemed by the Sponsor Managing Owner for an Authorized Participant in aggregations of a minimum of 10,000 two hundred thousand (200,000) Shares (each aggregation of 10,000 Sharesaggregation, a “Creation Unit”"Basket"). Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇-▇▇▇▇▇▇▇333-______), as declared effective by the Securities and Exchange Commission (“"SEC”") and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “"Registration Statement”") together with the prospectus of the Trust (the “"Prospectus”") included therein. Under the Trust Agreement, the Sponsor Managing Owner is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participantsAuthorized Participants, only through the facilities of the Depository Trust Company (“"DTC”"), or a successor depository, and only in exchange for cash. This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation UnitsBaskets. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence life of the Trust, a “"distribution,” " as such term is used in the Securities Act of 1933, as amended (“"1933 Act”"), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, would render it a statutory underwriter and subject it to the prospectus- prospectus-delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “"Plan of Distribution” " portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders a Purchase Order Subscription Agreement (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory process. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or Authorized Participant Procedures Handbook set forth in Attachment A hereto (and the “Procedures”)provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
Sources: Participant Agreement (DB Commodity Index Tracking Master Fund)
SUMMARY. As provided in the Trust’s Second Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇255888), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashSolana (SOL) or cash or Shares, as appropriate. This Agreement and the Procedures (defined below) set Agreement, including Exhibit C hereto, sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”)to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. Information Classification: Limited Access To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Trust’s Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇255888), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashcash or Shares, or, following the receipt of In-Kind Regulatory Approval (defined below), Solana (SOL). This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. Until the Exchange listing the Trust’s Shares obtains the necessary regulatory approvals to permit the Trust to create and redeem Shares in-kind (the “In-Kind Regulatory Approval”), all purchases and redemptions by the Authorized Participant shall be in Attachment A cash pursuant to this Agreement, including the procedures described in Exhibit C hereto (the “Procedures”). Information Classification: Limited Access To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Appears in 1 contract
SUMMARY. As provided in the Trust’s Second Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by in aggregations (each aggregation, a “Basket”) as specified in the Sponsor for Registration Statement only in transactions with an Authorized Participant in aggregations who, at the time of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesthe transaction, a “Creation Unit”)shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇251808), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participantsAuthorized Participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashcash or Shares, or, following the receipt of In-Kind Regulatory Approval (defined below), bitcoin. This Agreement and the Procedures (defined below) set sets forth the specific procedures by which the an Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. Until the Exchange listing the Trust’s Shares obtains the necessary regulatory approvals to permit the Trust to create and redeem Shares in-kind (the “In-Kind Regulatory Approval”), all purchases and redemptions by Authorized Participants shall be in Attachment A cash pursuant to this Agreement, including the procedures described in Exhibit C hereto (the “Procedures”). To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
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SUMMARY. As provided in the Trust’s Third Amended and Restated Declaration of Trust Agreement of the Trust, as amended (the “Trust Agreement”), ) as currently in effect and described in the Prospectus Registration Statement (defined below), units of fractional undivided beneficial interest in and ownership of the Trust (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of 10,000 Shares (each aggregation of 10,000 Sharesaggregation, a “Creation UnitBasket”)) as specified in the Registration Statement only in transactions with an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Agreement with the Trust. Creation Units Baskets are offered only pursuant to a the registration statement of the Trust on Form S-1, as amended (Registration No.: 3▇. 333-▇▇▇▇▇▇▇280517), as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the “Registration Statement”) together filed with the prospectus SEC under the Securities Act of the Trust 1933, as amended (the “Prospectus1933 Act”) included therein), as amended from time to time. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units Baskets to, and redeem Creation Units Baskets from, authorized participants, only through the facilities of the The Depository Trust Company (“DTC” or the “Depository”), or a successor depository, and only in exchange for cashSolana (SOL) or cash or Shares, as appropriate. This Agreement and the Procedures (defined below) set Agreement, including Exhibit C hereto, sets forth the specific procedures by which the Authorized Participant may create or redeem Creation Units. Because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which may, under certain circumstances, render it a statutory underwriter and subject it to the prospectus- delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). For the avoidance of doubt, the Authorized Participant does not admit to being an underwriter of the Shares. The Sponsor agrees not to, and to cause its employees and agents not to, describe the Authorized Participant as an underwriter, a statutory underwriter or a distributor with respect to the Shares or assert such in any proceeding or regulatory processBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement or and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Registration Statement, the Registration Statement shall control. Nothing in this Agreement shall obligate the Authorized Participant Procedures Handbook set forth in Attachment A hereto (the “Procedures”)to create or redeem one or more Baskets of Shares or to sell or offer to sell Shares. To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
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