SUMMARY. As provided in the trust agreement governing each Trust (each, a “Trust Agreement”), as currently in effect and described in the Confidential Private Placement Memorandum of each Trust (each, a “Memorandum”), common units of fractional undivided beneficial interest in a Trust (“Shares”) may be created or, if authorized by the Sponsor, redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), 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. Baskets of a Trust are offered only pursuant to the relevant Memorandum, as the same may be amended from time to time thereafter, or any successor Memorandum in respect of Shares of such Trust. Under each Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, to, and, if redemptions are authorized by the Sponsor, accept redemptions of Baskets from, Authorized 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, an “Investor”), but it does not have any obligation or responsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets of a Trust. 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. 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 (each, a “Trust Agreement”), as currently in effect and described in the Confidential Private Placement Memorandum of each Trust (each, a “Memorandum”), common units of fractional undivided beneficial interest in a Trust (“Shares”) may be created or, if authorized by the Sponsor, redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), 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. Baskets of a Trust are offered only pursuant to the relevant Memorandum, as the same may be amended from time to time thereafter, or any successor Memorandum in respect of Shares of such Trust. Under each Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, to, and, if redemptions are authorized by the Sponsor, accept redemptions of Baskets from, Authorized 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, an “Investor”), but it does not have any obligation or responsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets of a Trust. 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 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 (any such third party, a “Liquidity 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 its capacity as Sponsor of the trust agreement governing each Trust pursuant to an Amended and Restated Declaration of Trust and Trust Agreement dated as of ____________, 2023 (each, a 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 Confidential Private Placement Memorandum of each Trust Trust’s prospectus, which is contained in the Trust’s Registration Statement (each, a as defined below) as supplemented and amended from time to time (the “MemorandumProspectus”), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized or redeemed through the Transfer Agent by the Sponsor, redeemed by such Trust, Authorized Participant in aggregations of 100 a specified number of Shares stated in the Prospectus and restated in Exhibit E hereto (each aggregation, a “Creation Basket” or “Redemption Basket,” respectively; collectively, “Baskets”), 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 Baskets of a Trust are offered only pursuant to the relevant Memorandummost recent registration statement of the 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 Memorandum in respect of Shares of such Trust. Under each Trust Agreementthereafter (collectively, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, to, and, if redemptions are authorized by the Sponsor, accept redemptions of Baskets from, Authorized 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, an “InvestorRegistration Statement”), but it does not have any obligation . Authorized Participants are the only persons that may place orders to create and redeem Creation Baskets or responsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets of a TrustRedemption Baskets. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each Trust Agreementthe Prospectus. To the extent there is a conflict between any provision of this Agreement (other than the indemnities provided in Section 10) and the provisions of a Trust Agreementthe Prospectus, the provisions of such Trust Agreement the Prospectus 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. 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. 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 governing each Trust (each, a “Trust Agreement”), as currently in effect Agreement and described in the Confidential Private Placement Memorandum of each Trust Prospectus (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest interests in a and ownership of the Trust (“the "Shares”") may be created or, if authorized or redeemed by the Sponsor, redeemed by such Trust, Trustee for an Authorized Participant in aggregations of 100 fifty thousand (50,000) Shares (each aggregation, a “"Basket”"), 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. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No: 333-125581), as declared effective by the Securities and Exchange Commission ("SEC") and as the same may be amended from time to time thereafterthereafter (collectively, or any successor Memorandum in respect the "Registration Statement") together with the prospectus of Shares of such Trustthe Trust (the "Prospectus") included therein. Under each the Trust Agreement, the Sponsor Trustee is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. Participants under the Trust Agreement, only through the facilities of The Depository Trust Company ("DTC") or a successor depository, and only in exchange for an amount of euro that is transferred between such Authorized Participant may purchase 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 a Trust for its own account or as agent for investors who have entered into a subscription agreement ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Subscription Agreement”) relating "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 such Trust with 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 (each such investor, an “Investor”the "Deposit Account Agreement"), but it does not have any obligation or responsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets Baskets. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a Trust"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 that would 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 placing an Order (defined below). Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the 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. 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 in the trust agreement governing each Trust’s Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-255888), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to a successor depository, and only in exchange for cash or Shares, or, following the Sponsor or any Trust to affect any sale or resale receipt of SharesIn-Kind Regulatory Approval (defined below), Solana (SOL). This Agreement sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . To the extent there is a conflict between any provision of this Agreement and the provisions of a Memorandumthe Registration Statement, such Memorandum the Registration Statement shall control; provided. Nothing in this Agreement shall obligate the Authorized Participant 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”), however, that if there is a conflict between all purchases and redemptions by 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 Authorized Participant shall control; and provided, further, that be 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 cash pursuant to this Agreement, including the corresponding Memorandum or procedures described in Exhibit C hereto (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. 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 limited liability company agreement governing of each Trust Fund (each, a an “Trust LLC Agreement”), as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Fund (each, a “Memorandum”), common units of fractional equal, fractional, undivided beneficial interest interests in a Trust Fund (“Shares”) may be created or, if authorized by the SponsorManager, redeemed by such TrustFund, in aggregations of 100 Shares (each aggregation, a “Basket”), 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 TrustFund. Baskets of a Trust Fund are offered only pursuant to the relevant Memorandum, Memorandum as the same may be amended from time to time thereafter, thereafter or any successor Memorandum in respect of Shares of such TrustFund. Under each Trust LLC Agreement, the Sponsor Manager is authorized to issue Baskets, or delegate authority to issue Baskets, to, and, if redemptions are authorized by the SponsorManager, accept redemptions of Baskets from, Authorized Participants. The Authorized Participant may purchase Baskets of a Trust Fund for its own account or as agent for investors who have entered into a subscription agreement (the “Subscription Agreement”) relating to such Trust Fund with the Authorized Participant (each such investor, an “Investor”), but it does not have any obligation or responsibility to the Sponsor Manager or any Trust Fund to affect any sale or resale of Shares. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets of a TrustFund. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each Trust LLC Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a Trust an LLC Agreement, the provisions of such Trust 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 Trust LLC Agreement (other than Section 1.5 1.4 and Section 6.4(m5.4(m) of such Trust LLC Agreement) or a Memorandum, the Procedures shall control; and provided, further, that in the event of any conflict between Section 1.5 1.4 and Section 6.4(m5.4(m) of such Trust LLC Agreement and any of the provisions of this Agreement, the corresponding Memorandum or the Procedures, Section 1.5 1.4 and Section 6.4(m5.4(m) of such Trust LLC Agreement shall control. For the avoidance of doubt, any action which is referred to herein as an action being taken by the Sponsor Manager may be taken by a party whom the Sponsor Manager has duly authorized to take such action. Additionally, any amendments to the Procedures will not require any amendments to any Trust LLC Agreement. The Authorized Participant 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 (any such third party, a “Liquidity 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 agreement governing each Declaration of Trust of the Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and only ) as specified in transactions with a party who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such TrustRegistration Statement. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No.: 333-189752), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. , only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to the Sponsor a successor depository, and only in exchange for bitcoin or any Trust to affect any sale or resale of Shares. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . 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 MemorandumRegistration Statement, 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 Registration Statement shall control. For Nothing in this Agreement shall obligate the avoidance Authorized Participant to create or redeem one or more Baskets of doubt, any action which is referred Shares or to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized sell or offer to take such action. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreementsell 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. 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 trust agreement governing each Declaration of Trust and Trust Agreement of the Fund (each, a the “Trust Agreement”), ) as currently in effect and as described in the Confidential Private Placement Memorandum of each Trust (eachFund’s Prospectus, a “Memorandum”), common units of fractional undivided beneficial interest in a Trust interests of the Fund (the “Shares”) may be created or, if authorized or redeemed by the Sponsor, redeemed by such Trust, Sponsor for an Authorized Participant only in aggregations of 100 a specified number of Shares (each aggregation, referred to therein and herein as a “Basket”), and integral multiples thereof, and . The number of Shares constituting a Basket is set forth in the Fund’s Prospectus. Baskets of Shares may be purchased only in transactions with a party who, at the time of the transaction, shall have signed and by or through an Authorized Participant that has entered into an effective Authorized Participant Agreement with such Trustthe Distributor. The Prospectus provides that Baskets of generally will be sold in exchange for a Trust are offered only pursuant Capital Contribution (as defined in Article 4 hereof) plus a purchase “Transaction Fee” as described in the Prospectus, delivered to the relevant Memorandum, as the same may be amended from time to time thereafter, or any successor Memorandum in respect of Shares of such Trust. Under each Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, to, and, if redemptions are authorized by the Sponsor, accept redemptions of Baskets from, Authorized Participants. The Authorized Participant may purchase Baskets of a Trust for its own account or as agent acting on behalf of another party. This Agreement is intended to set forth certain premises and the procedures by which the Authorized Participant may purchase and/or redeem Baskets of Shares. The procedures for investors who have entered into processing an order to purchase Shares (each a subscription agreement “Purchase Order”) and an order to redeem Shares (each a “Redemption Order”) are described in the Fund’s Prospectus and in Annex I to this Agreement (the “Subscription Agreement”) relating to such Trust with the Authorized Participant (each such investor, an “InvestorProcedures”), but it does not have any obligation or responsibility . All Purchase and Redemption Orders must be made pursuant to the Sponsor or any Trust procedures set forth in the Prospectus and Annex I hereto, as each may be amended by the Fund from time to affect any sale or resale of Sharestime. This Agreement sets forth the specific procedures by which an An Authorized Participant may create or redeem Baskets of not place a Trust. Capitalized terms used but not Purchase Order before the fifth (5th) Business Day (as defined in this Agreement shall have below) following execution and delivery to the meanings assigned to such terms in each Trust Agreement. To the extent there is a conflict between any provision Distributor of this Agreement and notification by the provisions Distributor of the Authorized Participant’s status. An Authorized Participant may not cancel 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) Purchase Order 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 Redemption Order after an order is referred to herein as an action being taken placed 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:Authorized Participant.
Appears in 1 contract
Sources: Authorized Participant Agreement (AirShares(TM) EU Carbon Allowances Fund)
SUMMARY. As provided in the trust agreement governing each Trust’s Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-285831), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to the Sponsor a successor depository, and only in exchange for Avalanche (AVAX) or any Trust to affect any sale cash or resale of Shares, as appropriate. This Agreement Agreement, including Exhibit C hereto, sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . 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 MemorandumRegistration Statement, 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 Registration Statement shall control. For Nothing in this Agreement shall obligate the avoidance Authorized Participant to create or redeem one or more Baskets of doubt, any action which is referred Shares or to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized sell or offer to take such actionsell Shares. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreement. 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 agreement governing each Declaration of Trust and Trust Agreement of the Trust (each, a “the "Trust Agreement”), as currently in effect ") and described in the Confidential Private Placement Memorandum of each Trust Prospectus (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (“the "Shares”") may be created or, if authorized or redeemed by the Sponsor, redeemed by such Trust, Managing Owner for an Authorized Participant in aggregations of 100 two hundred thousand (200,000) Shares (each aggregation, a “"Basket”"), 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. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No.: 333-______), as declared effective by the Securities and Exchange Commission ("SEC") and as the same may be amended from time to time thereafterthereafter (collectively, or any successor Memorandum in respect the "Registration Statement") together with the prospectus of Shares of such Trustthe Trust (the "Prospectus") included therein. Under each the Trust Agreement, the Sponsor Managing Owner is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. The Authorized Participant may purchase Baskets , only through the facilities of a the Depository Trust for its own account or as agent for investors who have entered into a subscription agreement Company (the “Subscription Agreement”) relating to such Trust with the Authorized Participant (each such investor, an “Investor”"DTC"), but it does not have any obligation or responsibility to the Sponsor or any Trust to affect any sale or resale of Sharesa successor depository, and only in exchange for cash. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets Baskets. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a Trust"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 would 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 a Purchase Order Subscription Agreement (defined below). Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the 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. 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 agreement governing each Trust’s Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-286959), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to the Sponsor a successor depository, and only in exchange for BNB (BNB) or any Trust to affect any sale cash or resale of Shares, as appropriate. This Agreement Agreement, including Exhibit C hereto, sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . 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 MemorandumRegistration Statement, 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 Registration Statement shall control. For Nothing in this Agreement shall obligate the avoidance Authorized Participant to create or redeem one or more Baskets of doubt, any action which is referred Shares or to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized sell or offer to take such actionsell Shares. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreement. 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 agreement governing each Trust’s Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-255888), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to a successor depository, and only in exchange for cash or Shares, or, following the Sponsor or any Trust to affect any sale or resale receipt of SharesIn-Kind Regulatory Approval (defined below), Ether (ETH). This Agreement sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . To the extent there is a conflict between any provision of this Agreement and the provisions of a Memorandumthe Registration Statement, such Memorandum the Registration Statement shall control; provided. Nothing in this Agreement shall obligate the Authorized Participant 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”), however, that if there is a conflict between all purchases and redemptions by 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 Authorized Participant shall control; and provided, further, that be 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 cash pursuant to this Agreement, including the corresponding Memorandum or procedures described in Exhibit C hereto (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 1 contract
SUMMARY. As provided in the trust agreement governing each Trust’s Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-285831), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to the Sponsor a successor depository, and only in exchange for Avalanche (AVAX) or any Trust to affect any sale cash or resale of Shares, as appropriate. This Agreement Agreement, including Exhibit C hereto, sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . 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 MemorandumRegistration Statement, 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 Registration Statement shall control. For Nothing in this Agreement shall obligate the avoidance Authorized Participant to create or redeem one or more Baskets of doubt, any action which is referred Shares or to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized sell or offer to take such action. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreementsell 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 agreement governing each Trust’s Third Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-280517), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to the Sponsor a successor depository, and only in exchange for Solana (SOL) or any Trust to affect any sale cash or resale of Shares, as appropriate. This Agreement Agreement, including Exhibit C hereto, sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . 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 MemorandumRegistration Statement, 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 Registration Statement shall control. For Nothing in this Agreement shall obligate the avoidance Authorized Participant to create or redeem one or more Baskets of doubt, any action which is referred Shares or to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized sell or offer to take such action. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreementsell 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 agreement governing each Trust’s Second Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an authorized participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-255888), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. authorized participants, only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to the Sponsor a successor depository, and only in exchange for Solana (SOL) or any Trust to affect any sale cash or resale of Shares, as appropriate. This Agreement Agreement, including Exhibit C hereto, sets forth the specific procedures by which an the Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . 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 MemorandumRegistration Statement, 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 Registration Statement shall control. For Nothing in this Agreement shall obligate the avoidance Authorized Participant to create or redeem one or more Baskets of doubt, any action which is referred Shares or to herein as an action being taken by the Sponsor may be taken by a party whom the Sponsor has duly authorized sell or offer to take such actionsell Shares. Additionally, any amendments to the Procedures will not require any amendments to any Trust Agreement. 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 agreement governing each Trust’s Second Amended and Restated Declaration of Trust (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust Registration Statement (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized by the Sponsor, or redeemed by such Trust, in aggregations of 100 Shares (each aggregation, a “Basket”), and integral multiples thereof, and ) as specified in the Registration Statement only in transactions with a party an Authorized Participant who, at the time of the transaction, shall have signed and entered into an effective Participant Agreement with such the Trust. Baskets of a Trust are offered only pursuant to the relevant Memorandumregistration statement of the Trust on Form S-1, as amended (Registration No. 333-251808), 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (the “Registration Statement”) filed with the SEC under the Securities Act of 1933, as amended (the “1933 Act”), as amended from time to time. Under each the Trust Agreement, the Sponsor is authorized to issue Baskets, or delegate authority to issue Baskets, Baskets to, and, if redemptions are authorized by the Sponsor, accept redemptions of and redeem Baskets from, Authorized Participants. , only through the facilities of The Authorized Participant may purchase Baskets of a Depository Trust for its own account Company (“DTC” 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, an “InvestorDepository”), but it does not have any obligation or responsibility to a successor depository, and only in exchange for cash or Shares, or, following the Sponsor or any Trust to affect any sale or resale receipt of SharesIn-Kind Regulatory Approval (defined below), bitcoin. This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets of a TrustBaskets. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in each the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of a the Trust Agreement, the provisions of such the Trust Agreement shall control, and to . To the extent there is a conflict between any provision of this Agreement and the provisions of a Memorandumthe Registration Statement, such Memorandum the Registration Statement shall control; provided. Nothing in this Agreement shall obligate the Authorized Participant 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”), however, that if there is a conflict between the Procedures (defined below) all purchases 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 redemptions by Authorized Participants shall control; and provided, further, that be 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 cash pursuant to this Agreement, including the corresponding Memorandum or procedures described in Exhibit C hereto (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 1 contract
SUMMARY. As provided in the trust agreement governing each Trust Agreement of the Trust, as amended (each, a the “Trust Agreement”), ) as currently in effect and described in the Confidential Private Placement Memorandum of each Trust applicable Prospectus (each, a “Memorandum”defined below), common units of fractional undivided beneficial interest in a and ownership of the Trust (the “Shares”) may be created or, if authorized or redeemed by the Sponsor, redeemed by Sponsor for an Authorized Participant in such Trust, aggregations as described in aggregations of 100 Shares the applicable Prospectus (each aggregation, a “BasketCreation Unit”), 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. Baskets of a Trust Creation Units are offered only pursuant to registration statements of the relevant MemorandumTrust, 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 Memorandum registration statement in respect of Shares of such Trustthe Trust (collectively, the “Registration Statements”) together with the prospectuses of the Trust (each a “Prospectus” and collectively, the “Prospectuses”) included therein. Under each the Trust Agreement, the Sponsor is authorized to issue BasketsCreation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), or delegate authority to issue Basketsa successor depository, to, and, if redemptions are authorized by and only in exchange for cash. This Agreement and the Sponsor, accept redemptions of Baskets from, Authorized 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 Procedures Handbook (the “Subscription AgreementProcedures”) relating to such Trust with the Authorized Participant (each such investor, an “Investor”), but it does not have any obligation or responsibility to the Sponsor or any Trust to affect any sale or resale of Shares. This Agreement sets attached in Attachment A) set forth the specific procedures by which an the Authorized Participant may create or redeem Baskets 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 Trust“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 would 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 applicable Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below in Section 3). 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. 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)