Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement (e.g., see Sections 1.02 and 1.04) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following: (a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable; (b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor; (c) To deposit, withdraw, pay, retain and distribute Bitcoin, other Digital Assets, and/or cash and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust Agreement; (d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust; (e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series; (f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property; (g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property; (h) To hold Bitcoin, other Digital Assets or cash or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository; (i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and (j) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, custodians, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series. (k) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor. (l) To serve as Commodity Pool Operator for a Series, if necessary, or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for such Series. (m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Network or other Digital Asset Network and what constitutes Bitcoin or other Digital Assets for the Trust’s purposes, and what action the Trust shall take in response to a Fork (in making such determination, the Sponsor may consider any factors it deems relevant); (n) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin or other Digital Asset what action the Trust shall take; and (o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with the Trust’s entitlement to or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no consideration.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Franklin Templeton Digital Holdings Trust), Agreement and Declaration of Trust (Franklin Templeton Digital Holdings Trust)
Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement (see, e.g., see Sections 1.02 and 1.04) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each SeriesTrust, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each SeriesTrust, which shall include, without limitation, the following:
(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements (including, but not limited to, insurance agreements) and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Seriesthe Trust, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;
(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and accepted on behalf of the Trust or a SeriesTrust, as applicable, by the Sponsor;
(c) To deposit, withdraw, pay, retain and distribute Bitcoin, other Digital Assets, and/or cash ether and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust Agreement;
(d) To place ether orders for the Trust with ether exchanges and/or OTC market participants directly or through any electronic or other trading system;
(e) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust;
(ef) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each SeriesTrust;
(fg) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, in each case subject to the limitations imposed by Section 1.04, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property; provided, however, that if the Sponsor sells ether to permit payment of expenses under this Trust Agreement, the Sponsor shall endeavor to sell ether at such times and in the smallest amounts required to permit payment of expenses as they come due, it being the intention to avoid or minimize the Trust’s holdings of assets other than ether. Neither the Trustee nor the Sponsor shall be liable or responsible in any way for loss or depreciation resulting or incurred by reason of any sale made pursuant to this Section 4.02;
(gh) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;
(hi) To hold Bitcoin, prepare and file an application to enable the Shares to be traded on the Exchange and to take any other Digital Assets or cash or property in a form not indicating action and execute and deliver any documents that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or may be necessary to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depositoryeffectuate such trading;
(ij) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a SeriesTrust, or any matter in controversy, including but not limited to claims for taxes; and;
(jk) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any SeriesTrust, including without limitation, accountants, administrators, auditors, custodiansether exchanges and over-the-counter (“OTC”) market participants, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.Trust;
(kl) To determine, in its sole discretion and exclusive authority, the net asset value of the Trust and the net asset value per Share of the Trust. The Sponsor may, and hereby does, delegate to the Administrator the responsibility to calculate the Trust’s net asset value and net asset value per Share, based on a pricing source selected by the Sponsor, in its sole discretion, and pursuant to the valution metholodgy set forth in the Trust’s Registration Statement and in accordance with the terms of the Fund Administration and Accounting Agreement entered into between the Trust and the Administrator, as may be amended from time to time. The Sponsor may revoke its delegation to the Administrator of the responsibility of calculating the Trust’s net asset value and the net asset value per Share at any time in its sole discretion; and
(m) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.
(ln) To serve as Commodity Pool Operator enter into and effectuate any agreement whereby the Trust will purchase the assets of any other Person(s) pursuant to which such Person(s) contribute assets to the Trust in exchange for a Series, if necessary, or appoint any Person, including any Affiliate, Shares of the Trust and/or the assumption by the Trust of the liabilities of such Person(s). The agreement pursuant to serve as Commodity Pool Operator which an Affiliate is to perform services for such Series.
(m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Network or other Digital Asset Network and what constitutes Bitcoin or other Digital Assets for the Trust’s purposes, and what action the Trust shall take in response to a Fork (in making such determination, the Sponsor may consider any factors it deems relevant);
(n) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin or other Digital Asset what action be terminable by the Trust shall take; and
(o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with the Trust’s entitlement to without penalty upon discovery of acts of fraud or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf willful malfeasance of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no considerationAffiliate in performing its duties thereunder.
Appears in 1 contract
Samples: Declaration of Trust and Trust Agreement (Bitwise Ethereum ETF)
Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement (e.g., see Sections 1.02 and 1.04) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:
(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;
(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s Sponsor‘s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor;
(c) To deposit, withdraw, pay, retain and distribute Bitcoin, other Digital Assets, and/or cash gold bullion and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust Agreement;
(d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust;
(e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series;
(f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property;
(g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;
(h) To hold Bitcoin, other Digital Assets or cash gold bullion or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;
(i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and
(j) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, custodiansgold delivery providers, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.
(k) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.
(l) To serve as Commodity Pool Operator for a Series, if necessary, or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for such Series.
(m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Network or other Digital Asset Network and what constitutes Bitcoin or other Digital Assets The agreement pursuant to which an Affiliate is to perform services for the Trust’s purposes, and what action the Trust shall take in response to a Fork (in making such determination, the Sponsor may consider any factors it deems relevant);
(n) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin or other Digital Asset what action be terminable by the Trust shall take; and
(o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with the Trust’s entitlement to without penalty upon discovery of acts of fraud or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf willful malfeasance of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no considerationAffiliate in performing its duties thereunder.
Appears in 1 contract
Samples: Trust Agreement (Franklin Templeton Holdings Trust)
Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust AgreementDeclaration of Trust, and except as limited, restricted or prohibited by the express provisions of this Declaration of Trust Agreement (e.g., see Sections 1.02 and 1.04Section 1.02) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:
(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that that: (i) it is in the best interest of the Trust or a Fund, as applicable, to appoint such Affiliate, (ii) the Affiliate which it proposes to engage to perform such services is qualified to do so (considering the experience of the Affiliate or the individuals employed thereby) and (iii) the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;
(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s Sponsor‘s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor;
(c) To deposit, withdraw, pay, retain and distribute Bitcoin, other Digital Assets, and/or cash Gold and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust AgreementDeclaration of Trust;
(d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust);
(e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series;
(f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property;
(g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;
(h) To hold Bitcoin, other Digital Assets or cash Gold or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;
(i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and
(j) To contract with any Person(s) Persons appointing such Person(s), including any Affiliateaffiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, custodiansgold delivery providers, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.
(k) To enter into The maximum period covered by the Sponsor Agreement on terms and conditions acceptable agreement pursuant to the Sponsor.
(l) To serve as Commodity Pool Operator which an Affiliate is to perform services for a Series, if necessary, or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for such Series.
(m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Network or other Digital Asset Network and what constitutes Bitcoin or other Digital Assets for the Trust’s purposes, and what action the Trust shall take in response to a Fork not exceed two years, and such agreement shall be terminable without penalty upon sixty (in making such determination, the Sponsor may consider any factors it deems relevant);
(n60) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin or other Digital Asset what action the Trust shall take; and
(o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with days’ prior written notice by the Trust’s entitlement to or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no consideration.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Global Currency Gold Trust)
Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust AgreementDeclaration of Trust, and except as limited, restricted or prohibited by the express provisions of this Declaration of Trust Agreement (e.g., see Sections 1.02 and 1.04Section 1.02) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:
(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;
(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s Sponsor‘s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor;
(c) To deposit, withdraw, pay, retain and distribute Bitcoin, other Digital Assets, and/or cash Gold and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust AgreementDeclaration of Trust;
(d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust;
(e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series;
(f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property;
(g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;
(h) To hold Bitcoin, other Digital Assets or cash Gold or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;
(i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and
(j) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, custodiansgold delivery providers, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.
(k) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.
(l) To serve as Commodity Pool Operator for a Series, if necessary, the Funds or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for such Seriesthe Funds.
(m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Network or other Digital Asset Network and what constitutes Bitcoin or other Digital Assets The agreement pursuant to which an Affiliate is to perform services for the Trust’s purposes, and what action the Trust shall take in response to a Fork (in making such determination, the Sponsor may consider any factors it deems relevant);
(n) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin or other Digital Asset what action be terminable by the Trust shall take; and
(o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with the Trust’s entitlement to without penalty upon discovery of acts of fraud or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf willful malfeasance of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no considerationAffiliate in performing its duties thereunder.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (World Currency Gold Trust)
Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement (e.g., see Sections 1.02 and 1.04) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:
(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;
(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor;
(c) To deposit, withdraw, pay, retain and distribute BitcoinEthereum, other Digital Assets, and/or cash and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust Agreement;
(d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust;
(e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series;
(f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property;
(g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;
(h) To hold BitcoinEthereum, other Digital Assets or cash or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;
(i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and
(j) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, custodians, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.
(k) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.
(l) To serve as Commodity Pool Operator for a Series, if necessary, or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for such Series.
(m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Ethereum Network or other Digital Asset Network and what constitutes Bitcoin Ethereum or other Digital Assets for the Trust’s purposes, and what action the Trust shall take in response to a Fork (in making such determination, the Sponsor may consider any factors it deems relevant);relevant);
(n) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin Ethereum or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin Ethereum or other Digital Asset what action the Trust shall take; andtake;
(o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with the Trust’s entitlement to or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no consideration; and
(p) To Stake or delegate to an affiliate of the Sponsor, a Custodian, an affiliate of the Custodian, or another third-party to Stake Ethereum on the Ethereum Network or other Digital Assets on another Digital Asset Network, as applicable.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Franklin Ethereum Trust)
Authority of Sponsor. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement (see, e.g., see Sections 1.02 and 1.04) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each SeriesTrust, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each SeriesTrust, which shall include, without limitation, the following:
(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements (including, but not limited to, insurance agreements) and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Seriesthe Trust, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;
(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and accepted on behalf of the Trust or a SeriesTrust, as applicable, by the Sponsor;
(c) To deposit, withdraw, pay, retain and distribute Bitcoin, other Digital Assets, and/or cash bitcoin and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Trust Agreement;
(d) To place bitcoin orders for the Trust with bitcoin exchanges and/or OTC market participants directly or through any electronic or other trading system;
(e) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust;
(ef) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each SeriesTrust;
(fg) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, in each case subject to the limitations imposed by Section 1.04, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property; provided, however, that if the Sponsor sells bitcoin to permit payment of expenses under this Trust Agreement, the Sponsor shall endeavor to sell bitcoin at such times and in the smallest amounts required to permit payment of expenses as they come due, it being the intention to avoid or minimize the Trust’s holdings of assets other than bitcoin. Neither the Trustee nor the Sponsor shall be liable or responsible in any way for loss or depreciation resulting or incurred by reason of any sale made pursuant to this Section 4.02;
(gh) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;
(hi) To hold Bitcoin, prepare and file an application to enable the Shares to be traded on the Exchange and to take any other Digital Assets or cash or property in a form not indicating action and execute and deliver any documents that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or may be necessary to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depositoryeffectuate such trading;
(ij) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a SeriesTrust, or any matter in controversy, including but not limited to claims for taxes; and;
(jk) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any SeriesTrust, including without limitation, accountants, administrators, auditors, custodiansbitcoin exchanges and over-the-counter (“OTC”) market participants, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.Trust;
(kl) To determine, in its sole discretion and exclusive authority, the net asset value of the Trust and the net asset value per Share of the Trust. The Sponsor may, and hereby does, delegate to the Administrator the responsibility to calculate the Trust’s net asset value and net asset value per Share, based on a pricing source selected by the Sponsor, in its sole discretion, and pursuant to the valution metholodgy set forth in the Trust’s Registration Statement and in accordance with the terms of the Fund Administration and Accounting Agreement entered into between the Trust and the Administrator, dated as of November 1, 2023, as may be amended from time to time. The Sponsor may revoke its delegation to the Administrator of the responsibility of calculating the Trust’s net asset value and the net asset value per Share at any time in its sole discretion; and
(m) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.
(l) To serve as Commodity Pool Operator . The agreement pursuant to which an Affiliate is to perform services for a Series, if necessary, or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for such Series.
(m) To determine, in the Sponsor’s sole discretion, what peer-to-peer network constitutes the Bitcoin Network or other Digital Asset Network and what constitutes Bitcoin or other Digital Assets for the Trust’s purposes, and what action the Trust shall take in response to a Fork (in making such determination, the Sponsor may consider any factors it deems relevant);
(n) To determine, in the Sponsor’s sole discretion, in the event of an Airdrop to holders of Bitcoin or other Digital Asset or any event similar to a Fork or Airdrop occurring with respect to Bitcoin or other Digital Asset what action be terminable by the Trust shall take; and
(o) To determine, in the Sponsor’s sole discretion, based on whatever factors the Sponsor deems relevant, what action to take in connection with the Trust’s entitlement to without penalty upon discovery of acts of fraud or ownership of Incidental Rights or any IR Virtual Currency, including (i) selling Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds to the Shareholders, (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to the Shareholders or to an agent acting on behalf willful malfeasance of the Shareholders for sale by such agent if an in-kind distribution would otherwise be infeasible, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no considerationAffiliate in performing its duties thereunder.
Appears in 1 contract
Samples: Declaration of Trust and Trust Agreement (Bitwise Bitcoin ETF)
