Common use of Creation of iShares Clause in Contracts

Creation of iShares. The issuance and Delivery of iShares shall take place only in integral numbers of Baskets in compliance with the following rules: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee on any Business Day; provided, however, that only Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a Business Day shall have such Business Day as the Order Date. Purchase Orders received by the Trustee on or after the Order Cut-Off Time on a Business Day (except as otherwise provided in Section 2.01(b)(ii)) will not be accepted. A new Purchase Order may be submitted in accordance with these Procedures. b. For purposes of paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee only when each of the following has occurred: (i) An Authorized Representative shall have placed a telephone call to the Trustee's Creation and Redemption Line, or entered a Purchase Order through the Trustee’s electronic order entry system, as such may be available and constituted from time to time (the use of which shall be subject to the Order Entry System Terms and Conditions attached hereto as Annex A), informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets, and the location or locations where the Authorized Participant intends to make Delivery of the Basket Gold Amount corresponding to each Basket (such locations to be limited to those where, in compliance with the Custodian Agreement, a Custodian is authorized to hold Gold on behalf of the Trust and for which written procedures for the delivery of Gold to and from such locations in connection with the creation and redemption of Baskets have been agreed to by the Custodian, the Trustee and the Sponsor). If the Authorized Participant wishes to settle a Purchase Order in a time frame other than the second Business Day following the Order Date (i.e., T + 2), such request must be made to the Trustee upon placement of the Purchase Order and must be approved by the Trustee in its sole discretion. (ii) Within one hour following such telephone call, the Trustee shall have received, via electronic mail message, a duly completed, irrevocable Purchase Order executed by an Authorized Representative of such Authorized Participant (which Purchase Order may be received after the Order Cut-Off Time if such telephone call was made prior to the Order Cut-Off Time). c. The Trustee will ask the Custodian to confirm whether delivery can be made at the locations indicated by the Authorized Participant. d. Before accepting a Purchase Order, the Trustee shall make sure that there exists at least one location at which the Authorized Participant is willing to Deliver, and the Custodian is capable of accepting, the requisite amount of Gold in connection with such Purchase Order. Should the Trustee elect to accept the Purchase Order, it shall communicate its decision by sending to the Authorized Participant (with copies to the Custodian at the offices of the Custodian in London and at each location at which the Authorized Participant will be expected to Deliver Gold pursuant to paragraph “c” above), via facsimile or electronic mail message, no later than 5:00 p.m. (New York time) on the Order Date for such Purchase Order a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. For Purchase Orders submitted via the Trustee’s electronic order entry system which the Trustee has elected to accept, the Authorized Participant will receive an automated electronic mail message indicating the acceptance of the Purchase Order and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket, and the Purchase Order will be marked “Accepted” in the Trustee’s electronic order entry system. Prior to the transmission of the Trustee's acceptance as specified above, a Purchase Order will only represent the Authorized Participant's unilateral offer to deposit Gold in exchange for Baskets and will have no binding effect upon the Trust, the Trustee, the Custodian or any other party. e. Unless waived by the Trustee in writing, the Authorized Participant will be responsible for the cost of transportation of Gold to the location where it is to be Delivered, as well as for the cost of transportation of any Gold that has to be removed from a location at which the Authorized Participant wishes to make Delivery in order to make capacity available for such Delivery at such location. The Basket Gold Amount corresponding to each Basket must be delivered at the locations specified by the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on the settlement date of the Purchase Order, which shall be the second Custodian Day following the Order Date unless prior approval for earlier settlement has been granted by the Trustee in its sole discretion. Delivery may be made for deposit either in the Trustee's Custodial Account, in an account with a subcustodian of the Custodian or in an account of the Authorized Participant with the Custodian. If delivery is made for deposit in the Authorized Participant's account with the Custodian, it will be accompanied by an irrevocable order to the Custodian authorizing the transfer of the Gold so delivered to the Trustee's Custodial Account against the delivery by the Trustee of the corresponding number of iShares as provided in paragraph “h” or “i” below, as applicable. The Authorized Participant shall contact the Custodian to obtain information regarding the location of the facilities where Delivery shall take place. The Custodian shall take all necessary measures to ensure that the facilities at which Delivery is to take place in respect of a Purchase Order are prepared to take such Delivery no later than 10:00 a.m. (local time at the place of Delivery) on the second Custodian Day following the applicable Order Date. f. Gold shall be Delivered to the Custodian in the form of Gold bars only and must be accompanied by the corresponding bar list; provided, that an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on an Unallocated Basis. Gold that has been Delivered to the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on a Custodian Day shall be allocated by the Custodian to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery. Where Gold is Delivered to the Custodian after 10:00 a.m. (local time at the place of Delivery) on a Custodian Day, the Custodian (i) will use its commercially reasonable efforts to allocate such Gold to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery and (ii) will allocate such Gold to the Trustee's Custodial Account no later than 9:00 a.m. (New York time) on the next Custodian Day following the date of such Delivery. g. The Custodian shall allocate Gold to the Trustee's Custodial Account by (i) making entries in the Custodian's books and records to identify such Gold as being held for the Trust, it being understood that such entries shall identify each bar of Gold so allocated by refiner, assay, serial number and gross and fine weight; (ii) physically segregating from Gold held by the Custodian for its own account or on behalf of other clients the Gold so allocated to the Trustee's Custodial Account; and (iii) sending to the Trustee, via electronic mail message, a written confirmation of the allocation, including the identification of the bars allocated as described above. h. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date as the Trustee in its discretion may agree, the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 1:00 p.m. (New York time) on the date such issuance and Delivery is to take place: (i) the Custodian shall have reported in writing or by electronic communication to the Trustee that: (a) in the case of Gold bars delivered by the Authorized Participant, it has reviewed the corresponding bar list and the Gold received from the Authorized Participant to assure that the Gold matches the description in the bar list in terms of weight, fineness, refiner's marks and bar numbers and that, based on that review and on such further examination as the Custodian customarily performs in respect of gold purchased for its own account, the Gold deposited by the Authorized Participant in respect to such Purchase Order (A) complies with (1) the “Good Delivery” Rules of the LBMA, and/or (2) such other standards as the Custodian and the Trustee, with the approval of the Sponsor, may have adopted; and (B) except as otherwise permitted pursuant to the documents governing the Custodial Account, is held by the Custodian on behalf of the Trust in allocated form; or (b) in the case of Gold delivered by the Authorized Participant on an Unallocated Basis, the corresponding amount of Gold has been credited to the Trustee’s Custodial Account and (except as otherwise permitted pursuant to the documents governing the Custodial Account) been allocated to the Trustee's Custodial Account, and the Gold so allocated is in compliance with the provisions of the paragraph above; (ii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee; (iii) the Authorized Participant shall have agreed to pay, or reimburse the Custodian, the Trustee or the Trust for the amount of any applicable taxes (including VAT) which are or become due in connection with the Delivery of Gold to the Custodian; and (iv) any other conditions to the issuance under the Trust Agreement shall have been satisfied. i. In all other cases, the Authorized Participant shall consult with the Sponsor to determine the ongoing status of the Purchase Order, and the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which the conditions set forth in clauses (i) to (iv) of paragraph “h” above shall have been met.

Appears in 2 contracts

Samples: Custodian Agreement (iShares Gold Trust Micro), Custodian Agreement (iShares Gold Trust Micro)

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Creation of iShares. The issuance and Delivery of iShares shall take place only in integral numbers of Baskets in compliance with the following rules: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee on any Business Day; provided, however, that only Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a Business Day on which a Valuation Relevant Price is announced shall have such Business Day as the Order Date. Purchase Orders received by the Trustee on or after the Order Cut-Off Time on a Business Day (except as otherwise provided in Section 2.01(b)(ii)) ), or on a Business Day on which the Valuation Relevant Price is not announced, will not be accepted. A new Purchase Order may be submitted in accordance with these Procedures. b. For purposes of paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee only when each of the following has occurred: (i) An Authorized Representative shall have placed a telephone call to the Trustee's Creation and Redemption Line, or entered a Purchase Order through the Trustee’s electronic order entry system, as such may be available and constituted from time to time (the use of which shall be subject to the Order Entry System Terms and Conditions attached hereto as Annex A), informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets, and the location or locations where the Authorized Participant intends to make Delivery of the Basket Gold Amount corresponding to each Basket (such locations to be limited to those where, in compliance with the Custodian Agreement, a Custodian is authorized to hold Gold on behalf of the Trust and for which written procedures for the delivery of Gold to and from such locations in connection with the creation and redemption of Baskets have been agreed to by the Custodian, the Trustee and the Sponsor). If the Authorized Participant wishes to settle a Purchase Order in a time frame other than the second third Business Day following the Order Date (i.e., T + 23), such request must be made to the Trustee upon placement of the Purchase Order and must be approved by the Trustee in its sole discretion. (ii) Within one hour following such telephone call, the Trustee shall have received, via electronic mail message, a duly completed, irrevocable Purchase Order executed by an Authorized Representative of such Authorized Participant (which Purchase Order may be received after the Order Cut-Off Time if such telephone call was made prior to the Order Cut-Off Time). c. The Trustee will ask the Custodian to confirm whether delivery can be made at the locations indicated by the Authorized Participant. d. Before accepting a Purchase Order, the Trustee shall make sure that there exists at least one location at which the Authorized Participant is willing to Deliver, and the Custodian is capable of accepting, the requisite amount of Gold in connection with such Purchase Order. Should the Trustee elect to accept the Purchase Order, it shall communicate its decision by sending to the Authorized Participant (with copies to the Custodian at the offices of the Custodian in London and at each location at which the Authorized Participant will be expected to Deliver Gold pursuant to paragraph “c” above), via facsimile or electronic mail message, no later than 5:00 p.m. (New York time) on the Order Date for such Purchase Order a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. For Purchase Orders submitted via the Trustee’s electronic order entry system which the Trustee has elected to accept, the Authorized Participant will receive an automated electronic mail message indicating the acceptance of the Purchase Order and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket, and the Purchase Order will be marked “Accepted” in the Trustee’s electronic order entry system. Prior to the transmission of the Trustee's acceptance as specified above, a Purchase Order will only represent the Authorized Participant's unilateral offer to deposit Gold in exchange for Baskets and will have no binding effect upon the Trust, the Trustee, the Custodian or any other party. e. Unless waived by the Trustee in writing, the Authorized Participant will be responsible for the cost of transportation of Gold to the location where it is to be Delivered, as well as for the cost of transportation of any Gold that has to be removed from a location at which the Authorized Participant wishes to make Delivery in order to make capacity available for such Delivery at such location. The Basket Gold Amount corresponding to each Basket must be delivered at the locations specified by the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on the settlement date of the Purchase Order, which shall be the second third Custodian Day following the Order Date unless prior approval for earlier settlement has been granted by the Trustee in its sole discretion. Delivery may be made for deposit either in the Trustee's Custodial Account, in an account with a subcustodian of the Custodian or in an account of the Authorized Participant with the Custodian. If delivery is made for deposit in the Authorized Participant's account with the Custodian, it will be accompanied by an irrevocable order to the Custodian authorizing the transfer of the Gold so delivered to the Trustee's Custodial Account against the delivery by the Trustee of the corresponding number of iShares as provided in paragraph “h” or “i” below, as applicable. The Authorized Participant shall contact the Custodian to obtain information regarding the location of the facilities where Delivery shall take place. The Custodian shall take all necessary measures to ensure that the facilities at which Delivery is to take place in respect of a Purchase Order are prepared to take such Delivery no later than 10:00 a.m. (local time at the place of Delivery) on the second third Custodian Day following the applicable Order Date. f. Gold shall be Delivered to the Custodian in the form of Gold bars only and must be accompanied by the corresponding bar list; provided, that an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on an Unallocated Basis. Gold that has been Delivered to the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on a Custodian Day shall be allocated by the Custodian to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery. Where Gold is Delivered to the Custodian after 10:00 a.m. (local time at the place of Delivery) on a Custodian Day, the Custodian (i) will use its commercially reasonable efforts to allocate such Gold to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery and (ii) will allocate such Gold to the Trustee's Custodial Account no later than 9:00 a.m. (New York time) on the next Custodian Day following the date of such Delivery. g. The Custodian shall allocate Gold to the Trustee's Custodial Account by (i) making entries in the Custodian's books and records to identify such Gold as being held for the Trust, it being understood that such entries shall identify each bar of Gold so allocated by refiner, assay, serial number and gross and fine weight; (ii) physically segregating from Gold held by the Custodian for its own account or on behalf of other clients the Gold so allocated to the Trustee's Custodial Account; and (iii) sending to the Trustee, via electronic mail message, a written confirmation of the allocation, including the identification of the bars allocated as described above. h. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date as the Trustee in its discretion may agree, the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 1:00 p.m. (New York time) on the date such issuance and Delivery is to take place: (i) the Custodian shall have reported in writing or by electronic communication to the Trustee that: (a) in the case of Gold bars delivered by the Authorized Participant, it has reviewed the corresponding bar list and the Gold received from the Authorized Participant to assure that the Gold matches the description in the bar list in terms of weight, fineness, refiner's marks and bar numbers and that, based on that review and on such further examination as the Custodian customarily performs in respect of gold purchased for its own account, the Gold deposited by the Authorized Participant in respect to such Purchase Order (A) complies with (1) the “Good Delivery” Rules of the LBMA, and/or (2) such other standards as the Custodian and the Trustee, with the approval of the Sponsor, may have adopted; and (B) except as otherwise permitted pursuant to the documents governing the Custodial Account, is held by the Custodian on behalf of the Trust in allocated form; or (b) in the case of Gold delivered by the Authorized Participant on an Unallocated Basis, the corresponding amount of Gold has been credited to the Trustee’s Custodial Account and (except as otherwise permitted pursuant to the documents governing the Custodial Account) been allocated to the Trustee's Custodial Account, and the Gold so allocated is in compliance with the provisions of the paragraph above; (ii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee; (iii) the Authorized Participant shall have agreed to pay, or reimburse the Custodian, the Trustee or the Trust for the amount of any applicable taxes (including VAT) which are or become due in connection with the Delivery of Gold to the Custodian; and (iv) any other conditions to the issuance under the Trust Agreement shall have been satisfied. i. In all other cases, the Authorized Participant shall consult with the Sponsor to determine the ongoing status of the Purchase Order, and the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which the conditions set forth in clauses (i) to (iv) of paragraph “h” above shall have been met.

Appears in 1 contract

Samples: Custodian Agreement (Ishares Gold Trust)

Creation of iShares. The issuance and Delivery of iShares shall take place only in integral numbers of Baskets in compliance with the following rules: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee on any Business Day; provided, however, that only Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a Business Day on which a Valuation Relevant Price is announced shall have such Business Day as the Order Date. Purchase Orders received by the Trustee on or after the Order Cut-Off Time on a Business Day (except as otherwise provided in Section 2.01(b)(ii)) ), or on a Business Day on which the Valuation Relevant Price is not announced, will not be accepted. A new Purchase Order may be submitted in accordance with these Procedures. b. For purposes of paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee only when each of the following has occurred: (i) An Authorized Representative shall have placed a telephone call to the Trustee's Creation and Redemption Line, or entered a Purchase Order through the Trustee’s electronic order entry system, as such may be available and constituted from time to time (the use of which shall be subject to the Order Entry System Terms and Conditions attached hereto as Annex A), informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets, and the location or locations where the Authorized Participant intends to make Delivery of the Basket Gold Amount corresponding to each Basket (such locations to be limited to those where, in compliance with the Custodian Agreement, a Custodian is authorized to hold Gold on behalf of the Trust and for which written procedures for the delivery of Gold to and from such locations in connection with the creation and redemption of Baskets have been agreed to by the Custodian, the Trustee and the Sponsor). If the Authorized Participant wishes to settle a Purchase Order in a time frame other than the second Business Day following the Order Date (i.e., T + 2), such request must be made to the Trustee upon placement of the Purchase Order and must be approved by the Trustee in its sole discretion. (ii) Within one hour following such telephone call, the Trustee shall have received, via electronic mail message, a duly completed, irrevocable Purchase Order executed by an Authorized Representative of such Authorized Participant (which Purchase Order may be received after the Order Cut-Off Time if such telephone call was made prior to the Order Cut-Off Time). c. The Trustee will ask the Custodian to confirm whether delivery can be made at the locations indicated by the Authorized Participant. d. Before accepting a Purchase Order, the Trustee shall make sure that there exists at least one location at which the Authorized Participant is willing to Deliver, and the Custodian is capable of accepting, the requisite amount of Gold in connection with such Purchase Order. Should the Trustee elect to accept the Purchase Order, it shall communicate its decision by sending to the Authorized Participant (with copies to the Custodian at the offices of the Custodian in London and at each location at which the Authorized Participant will be expected to Deliver Gold pursuant to paragraph “c” above), via facsimile or electronic mail message, no later than 5:00 p.m. (New York time) on the Order Date for such Purchase Order a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. For Purchase Orders submitted via the Trustee’s electronic order entry system which the Trustee has elected to accept, the Authorized Participant will receive an automated electronic mail message indicating the acceptance of the Purchase Order and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket, and the Purchase Order will be marked “Accepted” in the Trustee’s electronic order entry system. Prior to the transmission of the Trustee's acceptance as specified above, a Purchase Order will only represent the Authorized Participant's unilateral offer to deposit Gold in exchange for Baskets and will have no binding effect upon the Trust, the Trustee, the Custodian or any other party. e. Unless waived by the Trustee in writing, the Authorized Participant will be responsible for the cost of transportation of Gold to the location where it is to be Delivered, as well as for the cost of transportation of any Gold that has to be removed from a location at which the Authorized Participant wishes to make Delivery in order to make capacity available for such Delivery at such location. The Basket Gold Amount corresponding to each Basket must be delivered at the locations specified by the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on the settlement date of the Purchase Order, which shall be the second Custodian Day following the Order Date unless prior approval for earlier settlement has been granted by the Trustee in its sole discretion. Delivery may be made for deposit either in the Trustee's Custodial Account, in an account with a subcustodian of the Custodian or in an account of the Authorized Participant with the Custodian. If delivery is made for deposit in the Authorized Participant's account with the Custodian, it will be accompanied by an irrevocable order to the Custodian authorizing the transfer of the Gold so delivered to the Trustee's Custodial Account against the delivery by the Trustee of the corresponding number of iShares as provided in paragraph “h” or “i” below, as applicable. The Authorized Participant shall contact the Custodian to obtain information regarding the location of the facilities where Delivery shall take place. The Custodian shall take all necessary measures to ensure that the facilities at which Delivery is to take place in respect of a Purchase Order are prepared to take such Delivery no later than 10:00 a.m. (local time at the place of Delivery) on the second Custodian Day following the applicable Order Date. f. Gold shall be Delivered to the Custodian in the form of Gold bars only and must be accompanied by the corresponding bar list; provided, that an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on an Unallocated Basis. Gold that has been Delivered to the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on a Custodian Day shall be allocated by the Custodian to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery. Where Gold is Delivered to the Custodian after 10:00 a.m. (local time at the place of Delivery) on a Custodian Day, the Custodian (i) will use its commercially reasonable efforts to allocate such Gold to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery and (ii) will allocate such Gold to the Trustee's Custodial Account no later than 9:00 a.m. (New York time) on the next Custodian Day following the date of such Delivery. g. The Custodian shall allocate Gold to the Trustee's Custodial Account by (i) making entries in the Custodian's books and records to identify such Gold as being held for the Trust, it being understood that such entries shall identify each bar of Gold so allocated by refiner, assay, serial number and gross and fine weight; (ii) physically segregating from Gold held by the Custodian for its own account or on behalf of other clients the Gold so allocated to the Trustee's Custodial Account; and (iii) sending to the Trustee, via electronic mail message, a written confirmation of the allocation, including the identification of the bars allocated as described above. h. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date as the Trustee in its discretion may agree, the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 1:00 p.m. (New York time) on the date such issuance and Delivery is to take place: (i) the Custodian shall have reported in writing or by electronic communication to the Trustee that: (a) in the case of Gold bars delivered by the Authorized Participant, it has reviewed the corresponding bar list and the Gold received from the Authorized Participant to assure that the Gold matches the description in the bar list in terms of weight, fineness, refiner's marks and bar numbers and that, based on that review and on such further examination as the Custodian customarily performs in respect of gold purchased for its own account, the Gold deposited by the Authorized Participant in respect to such Purchase Order (A) complies with (1) the “Good Delivery” Rules of the LBMA, and/or (2) such other standards as the Custodian and the Trustee, with the approval of the Sponsor, may have adopted; and (B) except as otherwise permitted pursuant to the documents governing the Custodial Account, is held by the Custodian on behalf of the Trust in allocated form; or (b) in the case of Gold delivered by the Authorized Participant on an Unallocated Basis, the corresponding amount of Gold has been credited to the Trustee’s Custodial Account and (except as otherwise permitted pursuant to the documents governing the Custodial Account) been allocated to the Trustee's Custodial Account, and the Gold so allocated is in compliance with the provisions of the paragraph above; (ii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee; (iii) the Authorized Participant shall have agreed to pay, or reimburse the Custodian, the Trustee or the Trust for the amount of any applicable taxes (including VAT) which are or become due in connection with the Delivery of Gold to the Custodian; and (iv) any other conditions to the issuance under the Trust Agreement shall have been satisfied. i. In all other cases, the Authorized Participant shall consult with the Sponsor to determine the ongoing status of the Purchase Order, and the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which the conditions set forth in clauses (i) to (iv) of paragraph “h” above shall have been met.

Appears in 1 contract

Samples: Custodian Agreement (iShares Gold Trust Micro)

Creation of iShares. The issuance and Delivery of iShares shall take place only in integral numbers of Baskets in compliance with the following rules: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee on any Business Day; provided, however, that only Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a Business Day on which a Valuation Relevant Price is announced shall have such Business Day as the Order Date. Purchase Orders received by the Trustee on or after the Order Cut-Off Time on a Business Day, or on a Business Day (except on which the Valuation Relevant Price is not announced, shall be considered received at the opening of business on the next Business Day on which a Valuation Relevant Price is announced and shall have as otherwise provided in Section 2.01(b)(ii)) will not be accepted. A new Purchase their Order may be submitted in accordance with these ProceduresDate such next Business Day. b. For purposes of paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee only when each of the following has occurred: (i) An Authorized Representative shall have placed a telephone call to the Trustee's ’s Creation and Redemption Line, or entered a Purchase Order through the Trustee’s electronic order entry system, as such may be available and constituted from time to time (the use of which shall be subject to the Order Entry System Terms and Conditions attached hereto as Annex A), Line informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets, and the location or locations where the Authorized Participant intends to make Delivery of the Basket Gold Amount corresponding to each Basket (such locations to be limited to those where, in compliance with the Custodian Agreement, where a Custodian is authorized to hold Gold on behalf of the Trust and for which written procedures for the delivery of Gold to and from such locations in connection with the creation and redemption of Baskets have been agreed to by the Custodian, the Trustee and the SponsorTrust). If the Authorized Participant wishes to settle a Purchase Order in a time frame other than the second Business Day following the Order Date (i.e., T + 2), such request must be made to the Trustee upon placement of the Purchase Order and must be approved by the Trustee in its sole discretion. (ii) Within one hour following such telephone call, the Trustee shall have received, via facsimile or electronic mail message, a duly completed, irrevocable Purchase Order executed by an Authorized Representative of such Authorized Participant (which Purchase Order may be received after the Order Cut-Off Time if such telephone call was made prior to the Order Cut-Off Time)Participant. c. The Trustee will ask the Custodian to confirm whether delivery can be made at the locations indicated by the Authorized Participant. d. Before accepting a Purchase Order, the Trustee shall make sure that there exists at least one location at which the Authorized Participant is willing to Deliver, and the Custodian is capable of accepting, the requisite amount of Gold in connection with such Purchase Order. Should the Trustee elect to accept the Purchase Order, it shall communicate its decision by sending to the Authorized Participant (with copies to the Custodian at the offices of the Custodian in London and at each location at which the Authorized Participant will be expected to Deliver Gold pursuant to paragraph “c” above), via facsimile or electronic mail message, no later than 5:00 p.m. (New York time) on the Order Date for such Purchase Order a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. For Purchase Orders submitted via the Trustee’s electronic order entry system which the Trustee has elected to accept, the Authorized Participant will receive an automated electronic mail message indicating the acceptance of the Purchase Order and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket, and the Purchase Order will be marked “Accepted” in the Trustee’s electronic order entry system. Prior to the transmission of the Trustee's ’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant's ’s unilateral offer to deposit Gold in exchange for Baskets of iShares and will have no binding effect upon the Trust, the Trustee, the Custodian or any other party. e. Unless waived by the Trustee in writingTrustee, the Authorized Participant will be responsible for the cost of transportation of Gold to the location where it is to be Delivered, as well as for the cost of transportation of any Gold that has to be removed from a location at which the Authorized Participant wishes to make Delivery in order to make capacity available for such Delivery at such location. The Basket Gold Amount corresponding to each Basket must be delivered at the locations specified by the Custodian no later than 10:00 11:30 a.m. (local time at the place of Delivery) on the settlement date of the Purchase Order, which shall be the second Custodian Day following the Order Date unless prior approval for earlier settlement has been granted by the Trustee in its sole discretionDate. Delivery may be made for deposit either in the Trustee's ’s Custodial Account, in an account with a subcustodian of the Custodian Account or in an account of the Authorized Participant with the Custodian. If delivery is made for deposit in the Authorized Participant's ’s account with the Custodian, it will be accompanied by an irrevocable order to the Custodian authorizing the transfer of the Gold so delivered to the Trustee's ’s Custodial Account against the delivery by the Trustee of the corresponding number of iShares as provided in paragraph “h” or “i” below, as applicable. The Authorized Participant shall contact the Custodian to obtain information regarding the location of the facilities where Delivery shall take place. The Custodian shall take all necessary measures to ensure that the facilities at which Delivery is to take place in respect of a Purchase Order are prepared to take such Delivery no later than 10:00 11:30 a.m. (local time at the place of Delivery) on the second first Custodian Day following the applicable Order Date. f. Gold shall be Delivered to the Custodian in the form of Gold bars only and must be accompanied by the corresponding bar list; provided, that an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on an Unallocated Basis. Gold that has been Delivered to the Custodian no later than 10:00 11:30 a.m. (local time at the place of Delivery) on a Custodian Day shall be allocated by the Custodian to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery. Where Gold is Delivered to the Custodian after 10:00 a.m. (local time at the place of Delivery) on a Custodian Day, the Custodian (i) will use its commercially reasonable efforts to allocate such Gold to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery and (ii) will allocate such Gold to the Trustee's ’s Custodial Account no later than 9:00 a.m. (New York time) on the next first Custodian Day following the date of such Delivery. In all other cases Gold Delivered to the Custodian shall be allocated by the Custodian to the Trustee’s Custodial Account no later than the third Custodian Day following the Order Date. g. The Custodian shall allocate Gold to the Trustee's ’s Custodial Account by (i) making entries in the Custodian's ’s books and records to identify such Gold as being held for the Trust, it being understood that such entries shall identify each bar of Gold so allocated by refiner, assay, serial number and gross and fine weight; (ii) physically segregating from Gold held by the Custodian for its own account or on behalf of other clients the Gold so allocated to the Trustee's ’s Custodial Account; and (iii) sending to the Trustee, via signed facsimile and electronic mail message, a written confirmation of the allocation, including the identification of the bars allocated as described above. h. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date as the Trustee in its discretion may agree, the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 1:00 p.m. 9:00 a.m. (New York time) on the date such issuance and Delivery is to take place: (i) the Custodian shall have reported in writing or by electronic communication to the Trustee that: (a) in the case of Gold bars delivered by the Authorized Participant, it has reviewed the corresponding bar list and the Gold received from the Authorized Participant to assure that the Gold matches the description in the bar list in terms of weight, fineness, refiner's ’s marks and bar numbers and that, based on that review and on such further examination as the Custodian customarily performs in respect of gold purchased for its own account, the Gold deposited by the Authorized Participant in respect to such Purchase Order (A) complies with (1) the “Good Delivery” Rules of the LBMALondon Bullion Market Association, and/or (2) the specifications for delivery in settlement of a COMEX gold futures contract, and/or (3) such other standards as the Custodian and the Trustee, with the approval of the Sponsor, may have adopted; and (B) except as otherwise permitted pursuant to the documents governing the Custodial Account, is held by the Custodian on behalf of the Trust in allocated form; or; (b) in the case of Gold delivered by the Authorized Participant on an Unallocated Basis, the corresponding amount of Gold has been credited to the Trustee’s Custodial Account and (except as otherwise permitted pursuant to the documents governing the Custodial Account) been allocated to the Trustee's Custodial ’s Custodian Account, and the Gold so allocated is in compliance with the provisions of the paragraph above; (ii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee; (iii) the Authorized Participant shall have agreed to pay, or reimburse the Custodian, the Trustee or the Trust for the amount of any applicable taxes (including VAT) which are or become due in connection with the Delivery of Gold to the Custodian; and (iviii) any other conditions to the issuance under the Trust Agreement shall have been satisfied. i. In all other cases, the Authorized Participant shall consult with the Sponsor to determine the ongoing status of the Purchase Order, and the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which the conditions set forth in clauses (i) to (iviii) of paragraph “h” above shall have been met.

Appears in 1 contract

Samples: Custodian Agreement (Ishares Comex Gold Trust)

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Creation of iShares. The issuance and Delivery of iShares shall take place only in integral numbers of Baskets in compliance with the following rules: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee on any Business Day; provided, however, that only Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a Business Day on which a Benchmark Price is announced shall have such Business Day as the Order Date. Purchase Orders received by the Trustee on or after the Order Cut-Off Time on a Business Day (except as otherwise provided in Section 2.01(b)(ii)) ), or on a Business Day on which no Benchmark Price is announced, will not be accepted. A new Purchase Order may be submitted in accordance with these Procedures. b. For purposes of paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee only when each of the following has occurred: (i) An Authorized Representative shall have placed a telephone call to the Trustee's Creation and Redemption Line, or entered a Purchase Order through the Trustee’s electronic order entry system, as such may be available and constituted from time to time (the use of which shall be subject to the Order Entry System Terms and Conditions attached hereto as Annex A), informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets, and the location or locations where the Authorized Participant intends to make Delivery of the Basket Gold Silver Amount corresponding to each Basket (such locations to be limited to those where, in compliance with the Custodian Agreement, a the Custodian is authorized to hold Gold Silver on behalf of the Trust and for which written procedures for the delivery of Gold Silver to and from such locations in connection with the creation and redemption of Baskets have been agreed to by the Custodian, the Trustee and the Sponsor). If the Authorized Participant wishes to settle a Purchase Order in a time frame other than the second third Business Day following the Order Date (i.e., T + 23), such request must be made to the Trustee upon placement of the Purchase Order and must be approved by the Trustee in its sole discretion. (ii) Within one hour following such telephone call, the Trustee shall have received, via electronic mail message, a duly completed, irrevocable Purchase Order executed by an Authorized Representative of such Authorized Participant (which Purchase Order may be received after the Order Cut-Off Time if such telephone call was made prior to the Order Cut-Off Time). c. The Trustee will ask the Custodian to confirm whether delivery can be made at the locations indicated by the Authorized Participant. d. Before accepting a Purchase Order, the Trustee shall make sure that there exists at least one location at which the Authorized Participant is willing to Deliver, and the Custodian is capable of accepting, the requisite amount of Gold Silver in connection with such Purchase Order. Should the Trustee elect to accept the Purchase Order, it shall communicate its decision by sending to the Authorized Participant (with copies to the Custodian at the offices of the Custodian in London and at each location at which the Authorized Participant will be expected to Deliver Gold Silver pursuant to paragraph “c” above), via facsimile or electronic mail message, no later than 5:00 p.m. (New York time) on the Order Date for such Purchase Order a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Silver Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. For Purchase Orders submitted via the Trustee’s electronic order entry system which the Trustee has elected to accept, the Authorized Participant will receive an automated electronic mail message indicating the acceptance of the Purchase Order and indicating the Basket Gold Silver Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket, and the Purchase Order will be marked “Accepted” in the Trustee’s electronic order entry system. Prior to the transmission of the Trustee's acceptance as specified above, a Purchase Order will only represent the Authorized Participant's unilateral offer to deposit Gold Silver in exchange for Baskets and will have no binding effect upon the Trust, the Trustee, the Custodian or any other party. e. Unless waived by the Trustee in writing, the Authorized Participant will be responsible for the cost of transportation of Gold Silver to the location where it is to be Delivered, as well as for the cost of transportation of any Gold Silver that has to be removed from a location at which the Authorized Participant wishes to make Delivery in order to make capacity available for such Delivery at such location. The Basket Gold Silver Amount corresponding to each Basket must be delivered at the locations specified by the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on the settlement date of the Purchase Order, which shall be the second third Custodian Day following the Order Date unless prior approval for earlier settlement has been granted by the Trustee in its sole discretion. Delivery may be be● made for deposit either in the Trustee's Custodial Account, in an account with a subcustodian of the Custodian or in an account of the Authorized Participant with the Custodian. If delivery is made for deposit in the Authorized Participant's account with the Custodian, it will be accompanied by an irrevocable order to the Custodian authorizing the transfer of the Gold Silver so delivered to the Trustee's Custodial Account against the delivery by the Trustee of the corresponding number of iShares as provided in paragraph “h” or “i” below, as applicable. The Authorized Participant shall contact the Custodian to obtain information regarding the location of the facilities where Delivery shall take place. The Custodian shall take all necessary measures to ensure that the facilities at which Delivery is to take place in respect of a Purchase Order are prepared to take such Delivery no later than 10:00 a.m. (local time at the place of Delivery) on the second third Custodian Day following the applicable Order Date. f. Gold Silver shall be Delivered to the Custodian in the form of Gold Silver bars only only, and must be accompanied by the corresponding bar list; provided, that an amount of Gold Silver not exceeding 430 1100 Ounces may be Delivered to the Custodian on an Unallocated Basis. Gold Silver that has been Delivered to the Custodian no later than 10:00 a.m. (local time at the place of Delivery) on a Custodian Day shall be allocated by the Custodian to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery. Where Gold Silver is Delivered to the Custodian after 10:00 a.m. (local time at the place of Delivery) on a Custodian Day, the Custodian (i) will use its commercially reasonable efforts to allocate such Gold Silver to the Trustee's Custodial Account no later than 12:00 p.m. (New York time) on the date of such Delivery and (ii) will allocate such Gold Silver to the Trustee's Custodial Account no later than 9:00 a.m. (New York time) on the next Custodian Day following the date of such Delivery. g. The Custodian shall allocate Gold Silver to the Trustee's Custodial Account by (i) making entries in the Custodian's books and records to identify such Gold Silver as being held for the Trust, it being understood that such entries shall identify each bar of Gold Silver so allocated by refiner, assay, serial number and gross and fine weight; (ii) physically segregating from Gold Silver held by the Custodian for its own account or on behalf of other clients the Gold Silver so allocated to the Trustee's Custodial Account; and (iii) sending to the Trustee, via electronic mail message, a written confirmation of the allocation, including the identification of the bars allocated as described above. h. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date as the Trustee in its discretion may agree, the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 1:00 p.m. (New York time) on the date such issuance and Delivery is to take place: (i) the Custodian shall have reported in writing or by electronic communication to the Trustee that: (a) in the case of Gold Silver bars delivered by the Authorized Participant, it has reviewed the corresponding bar list and the Gold Silver received from the Authorized Participant to assure that the Gold Silver matches the description in the bar list in terms of weight, fineness, refiner's marks and bar numbers and that, based on that review and on such further examination as the Custodian customarily performs in respect of gold Silver purchased for its own account, the Gold Silver deposited by the Authorized Participant in respect to such Purchase Order (A) complies with (1) the “Good Delivery” Rules of the LBMA, and/or (2) such other standards as the Custodian and the Trustee, with the approval of the Sponsor, may have adopted; LBMA and (B) except as otherwise permitted pursuant to the documents governing the Custodial Account, is held by the Custodian on behalf of the Trust in allocated formform (except for amounts not to exceed in the aggregate 1100 Ounces); or (b) in the case of Gold Silver delivered by the Authorized Participant on an Unallocated Basis, the corresponding amount of Gold has been credited to the Trustee’s Custodial Account and (except as otherwise permitted pursuant to the documents governing the Custodial Account) Silver been allocated to the Trustee's Custodial Account, Account and the Gold Silver so allocated is in compliance with the provisions of the paragraph above; (ii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee; (iii) the Authorized Participant shall have agreed to pay, or reimburse the Custodian, the Trustee or the Trust for the amount of of, any applicable taxes (including VAT) which are or become due in connection with the Delivery of Gold Silver to the Custodian; and (iv) any other conditions to the issuance under the Trust Agreement shall have been satisfied. i. In all other cases, the Authorized Participant shall consult with the Sponsor to determine the ongoing status of the Purchase Order, and the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which the conditions set forth in clauses (i) to (iv) of paragraph “h” above shall have been met.

Appears in 1 contract

Samples: Custodian Agreement (iShares Silver Trust)

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