Common use of Covenants of the Capital Protection Provider Clause in Contracts

Covenants of the Capital Protection Provider. The Capital Protection Provider hereby covenants and agrees that through the Termination Date: (a) As soon as available and in any event within 105 days after the end of each fiscal year of the Capital Protection Provider, the Capital Protection Provider shall provide to the Trust on behalf of the Fund, its Statement of Financial Condition as of the end of the relevant fiscal year, prepared in conformity with U.S. GAAP and accompanied by an independent auditor’s report by an accounting firm of national standing and reputation, which shall state that such financial condition, in the opinion of such accountants, presents fairly, in all material respects, the financial position of the Capital Protection Provider as of the date thereof in conformity with U.S. GAAP. (b) As soon as available and in any event within 65 days after the end of the first semi-annual fiscal period of each fiscal year of the Capital Protection Provider, the Capital Protection Provider shall provide to the Trust on behalf of the Fund, its unaudited Statement of Financial Condition, as of the end of the relevant semi-annual period, and such unaudited Statement of Financial Condition shall be prepared in conformity with U.S. GAAP, and shall present fairly, in all material respects, the financial position of the Capital Protection Provider as of the date thereof. (c) As soon as available and in any event within 30 days after the end of each quarterly fiscal period of each fiscal year of the Capital Protection Provider, the Capital Protection Provider shall provide to the Trust on behalf of the Fund, its FOCUS Report as of the end of the relevant fiscal quarter, which FOCUS Report shall be prepared in conformity with the applicable rules and regulations issued by the Commission. (d) To the extent administratively feasible and permissible under all applicable Laws, it will provide the Trust, promptly upon becoming aware of the same, with written notice of the commencement of any conservatorship, receivership or other Bankruptcy Event with respect to the Capital Protection Provider. (e) It shall comply in all material respects with the terms and provisions of all requirements of Law applicable to the Capital Protection Provider and it shall obtain and maintain all licenses, permits, charters and registrations that are necessary to the conduct of its business except to the extent the failure to comply with any such requirement of Law or obtain or maintain any such license, permit, charter or registration could not reasonably be expected to have a Material Adverse Effect with respect to the Capital Protection Provider. (f) It shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Capital Protection Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Capital Protection Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have a Material Adverse Effect with respect to the Capital Protection Provider, and shall provide the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. (g) All information provided by the Capital Protection Provider to the Trust in the Capital Protection Provider Information Letter (including the audited financial statements referenced therein) shall be true and accurate in all material respects as of the date of such Capital Protection Provider Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided that any representation regarding any information in the Capital Protection Provider Information Letter that references the Capital Protection Provider’s financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements. For the avoidance of doubt, the Capital Protection Provider will not be responsible for the accuracy of any information in the Marketing Materials other than the information contained in the Capital Protection Provider Information Letter (including the audited financial statements referenced therein).