Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or the Trust that is not consistent with the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsor. (b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized Participant, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading. (c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index. (d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus. (e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Funds.
Appears in 8 contracts
Samples: Authorized Participant Agreement (World Gold Trust), Authorized Participant Agreement (World Gold Trust), Authorized Participant Agreement (World Gold Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexCanadian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 6 contracts
Samples: Participant Agreement (Currencyshares Canadian Dollar Trust), Participant Agreement (Currencyshares Canadian Dollar Trust), Participant Agreement (Currencyshares Canadian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexAustralian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 5 contracts
Samples: Participant Agreement (Currencyshares Australian Dollar Trust), Participant Agreement (Currencyshares Australian Dollar Trust), Participant Agreement (Currencyshares Australian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSwiss Francs.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 5 contracts
Samples: Participant Agreement (Currencyshares Swiss Franc Trust), Participant Agreement (Currencyshares Swiss Franc Trust), Participant Agreement (Currencyshares Swiss Franc Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexJapanese Yen.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 5 contracts
Samples: Participant Agreement (Currencyshares Japanese Yen Trust), Participant Agreement (Currencyshares Japanese Yen Trust), Participant Agreement (Currencyshares Japanese Yen Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust’s then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexgold.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 4 contracts
Samples: Participant Agreement (SPDR Gold Trust), Spdr® Gold Trust Participant Agreements (SPDR Gold Trust), Participant Agreement (SPDR Gold Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSwedish Kronor.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 4 contracts
Samples: Participant Agreement (Currencyshares Swedish Krona Trust), Participant Agreement (Currencyshares Swedish Krona Trust), Participant Agreement (Currencyshares Swedish Krona Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust’s then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Managing Owner and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeManaging Owner. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, Managing Owner will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor Managing Owner will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 4 contracts
Samples: Participant Agreement, Participant Agreement (DB Commodity Index Tracking Master Fund), Participant Agreement (Db Currency Index Value Master Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexBritish Pounds.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 4 contracts
Samples: Participant Agreement (Currencyshares British Pound Sterling Trust), Participant Agreement (Currencyshares British Pound Sterling Trust), Participant Agreement (Currencyshares British Pound Sterling Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person, any Fund or the Trust that is are not consistent with the Trust’s then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Managing Owner and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeManaging Owner. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, Managing Owner will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, a Fund (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trusteach Fund’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust a Fund and (ii) the Sponsor Managing Owner will promptly update the Trusteach Fund’s website (as applicable) to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Fundssuch Fund.
Appears in 4 contracts
Samples: Participant Agreement, Participant Agreement (PowerShares DB US Dollar Index Bullish Fund), Participant Agreement (PowerShares DB Multi-Sector Commodity Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexEuro.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 4 contracts
Samples: Participant Agreement (Currencyshares Euro Trust), Participant Agreement (Currencyshares Euro Trust), Participant Agreement (Currencyshares Euro Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not (A) make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared such printed supplemental information and used for FWPs will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in such quantities as the normal course of its business or research reports) that have not been approved by the SponsorAuthorized Participant shall reasonably request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingextent required.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexChinese Renminbi.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current ProspectusProspectus and any FWPs, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time xxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy to time in mlpro ap xxxxx@xx.xxx.xx lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the ProspectusProspectus and any FWPs, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each FundTrust, as applicableif required by the SEC, its staff or the applicable securities registration form, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) Trust. Upon termination of this Agreement, the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust.
(f) Each of the Trust, the Trustee and the Sponsor agrees that it will not, without prior written consent of the Authorized Participant, use in advertising or publicity the name of the Authorized Participant or any affiliate of the Authorized Participant, any trade name, trademark, trade devices service xxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Authorized Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided by the Trust, the Sponsor or the Trustee has been approved or endorsed by the Authorized Participant or that the Authorized Participant is acting as underwriter for or distributor for the Trust and the FundsShares.
Appears in 3 contracts
Samples: Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexRussian Rubles.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 3 contracts
Samples: Participant Agreement (CurrencyShares Russian Ruble Trust), Participant Agreement (CurrencyShares Russian Ruble Trust), Participant Agreement (CurrencyShares Russian Ruble Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports reports, and other similar materials not misleadingcomply with applicable NASD rules (or with comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules).
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to xxxxxxxxxx_XX@xx.xxxx.xx.xxx (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 3 contracts
Samples: Authorized Participant Agreement, Authorized Participant Agreement (ProShares Trust II), Authorized Participant Agreement (ProShares Trust II)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person, the Fund or the Trust that is are not consistent with the Trust’s then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Managing Owner and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeManaging Owner. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, Managing Owner will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, Fund (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the TrustFund’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust Fund and (ii) the Sponsor Managing Owner will promptly update the TrustFund’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsFund.
Appears in 3 contracts
Samples: Db Fund Participant Agreement (DB Multi-Sector Commodity Trust), Participant Agreement (DB US Dollar Index Master Trust), Participant Agreement (DB Multi-Sector Commodity Master Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSingapore Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (CurrencyShares Singapore Dollar Trust), Participant Agreement (CurrencyShares Singapore Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party (as defined below) other than representations not inconsistent with (A) the then-current Prospectus of the TrustFund, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or the Trust that is not consistent are inconsistent with the Fund’s then-current Prospectus. Copies of the then-current Prospectus (but not including and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated Sponsor, or shared with potential or actual investorsits designee, brokerage communications prepared by to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may may, without the written approval of the Sponsor or the Trust Fund, prepare and circulate in the regular course of their businesses research, reportssales literature, reports and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares; provided, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports sales literature, reports, and other similar materials not misleadingcomply with applicable NASD rules (or with comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules).
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that that, for the term of this Agreement Agreement, the Sponsor, Sponsor or its designee, designee may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) Fund in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the TrustFund’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Funds.
Appears in 2 contracts
Samples: Authorized Participant Agreement (GreenHaven Coal Fund), Authorized Participant Agreement (Greenhaven Coal Index Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustProspectus, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or Prospectus, (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorDistributor or the Managing Owner, or (D) other information and materials filed by a Trust with the SEC or made available on any website controlled Managing Owner or the applicable Trust, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust Trusts that is are not consistent with the Trusts’ then current Prospectus. Copies of the then current Prospectus (but not including and any materials prepared and used for such printed supplemental information or amendments thereto will be supplied by, or caused to be supplied by, the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Distributor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor Managing Owner or the any Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature comply with all applicable laws, rules and regulations; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Distributor may deliver on behalf of the Managing Owner, the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, Trusts (i) in any the section of the Prospectus included within the Registration entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the each Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will Managing Owner shall remove such identification from the Prospectus in the amendment of either the Registration Statement or a supplement to the Prospectus, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will Managing Owner shall promptly update the each Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrusts.
Appears in 2 contracts
Samples: Participant Agreement, Participant Agreement (FactorShares 2X: S&P500 Bull/Usd Bear)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust's then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s 's then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexeuro.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (Euro Currency Trust), Participant Agreement (Euro Currency Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexMexican Pesos.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (Currencyshares Mexican Peso Trust), Participant Agreement (Currencyshares Mexican Peso Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSingapore Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”’) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (CurrencyShares Singapore Dollar Trust), Participant Agreement (CurrencyShares Singapore Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, that (i) without the written consent of the SponsorManaging Owner, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustProspectus, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust’s then-current Prospectus. The then-current Prospectus (but not including any materials prepared of the Trust will be available on the Trust’s website and used for on the Authorized ParticipantSEC’s internal use only Next-Generation EXXXX System and not communicated or shared with potential or actual investors, brokerage communications prepared copies of the then-current Prospectus will be supplied by the Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports comply with applicable FINRA and SEC rules; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by the FINRA Conduct Rules and the SEC, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingas necessary.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeemail. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section or document as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on a new registration statement (on Form S-3, or otherwise) the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor Managing Owner will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (Invesco DB G10 Currency Harvest Fund), Participant Agreement (Invesco DB Commodity Index Tracking Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust's then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s 's then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexgold.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement, Participant Agreement (streetTRACKS GOLD TRUST)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexChinese Renminbi.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust’s then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor willManaging Owner shall, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will Managing Owner shall remove such identification from the Prospectus in the amendment of either the Registration Statement or a supplement to the Prospectus, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will Managing Owner shall promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (Jefferies Commodity Real Return ETF), Participant Agreement (Jefferies S&P 500 VIX Short-Term Futures ETF)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexBritish Pounds.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Participant Agreement (Currencyshares British Pound Sterling Trust), Participant Agreement (Currencyshares British Pound Sterling Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustProspectus, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorDistributor or the Managing Owner, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust Trusts that is are not consistent with the Trusts’ then current Prospectus. Copies of the then current Prospectus (but not including and any materials prepared and used for such printed supplemental information will be supplied by, or caused to be supplied by, the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Distributor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant Distributor may deliver electronically a single prospectus, annual or semi-annual report or other shareholder information (each, a “Shareholder Document”) to persons who have effectively consented to such electronic delivery. The Distributor will deliver Shareholder Documents electronically by sending consenting persons an e-mail message informing them that the applicable Shareholder Document has been posted and its affiliates may prepare is available on the Fund’s website, [], and circulate in the regular course of their businesses, without having to refer providing a hypertext link to the Shares or document. The electronic versions of the Trust’s then-current ProspectusShareholder Documents will be in PDF format and can be downloaded and printed using Adobe Acrobat. By signing this Agreement, data and information relating the Participant hereby consents to the price foregoing electronic delivery of gold or currencies referenced in a Fund’s underlying indexall Shareholder Documents to the e-mail address set forth on the signature page attached to this Agreement. The Participant further understands and agrees that unless such consent is revoked, the Participant can obtain access to the Shareholder Documents from the Distributor only electronically. The Participant can revoke the consent to electronic delivery of Shareholder Documents at any time by providing written notice to the Distributor. The Participant agrees to maintain the e-mail address set forth on the signature page to this Agreement and further agrees to promptly notify the Distributor if its e-mail address changes. The Participant understands that it must have continuous Internet access to access all Shareholder Documents.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will Managing Owner shall remove such identification from the Prospectus in the amendment of either the Registration Statement or a supplement to the Prospectus, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will Managing Owner shall promptly update the each Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Authorized Participant Agreement (ETF Managers Group Commodity Trust I), Authorized Participant Agreement (ETF Managers Group Commodity Trust I)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports sales literature, reports, and other similar materials: (i) materials comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 2 contracts
Samples: Authorized Participant Agreement (Vs Trust), Authorized Participant Agreement (ConvexityShares Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the SponsorManaging Owner, the Authorized Participant (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trustapplicable Fund, (B) printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or Prospectus, (C) any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, or (D) other information and materials filed by the Trust with the SEC or made available on any website controlled by the Managing Owner or the applicable Fund, and (ii) it will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Party, any Fund or the Trust that is not consistent are inconsistent with the Fund’s then-current Prospectus. Copies of the then-current Prospectus (but not including of the Funds and any materials prepared and used for such printed supplemental information or amendments thereto will be supplied by, or caused to be supplied by, the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding The Authorized Participant agrees to comply with the foregoing or anything to prospectus and disclosure delivery requirements of the contrary in this Agreementfederal securities and commodities laws. In connection therewith, the Authorized Participant and its affiliates may without the written approval will provide each prospective purchaser of a Fund with a copy of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized Participant, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingFunds Prospectus.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the SponsorManaging Owner, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to _______________ (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the SponsorManaging Owner, or the SponsorManaging Owner’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor Managing Owner or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor Managing Owner will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration Statement as may be required by the SEC or its Staff SEC; and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement andAgreement, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor Managing Owner will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (Market Vectors Commodity Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSwiss Francs.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Swiss Franc Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSingapore Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Singapore Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSwedish Kronor.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Swedish Krona Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSingapore Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (CurrencyShares Singapore Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSwiss Francs.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Swiss Franc Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexCanadian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Canadian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexBritish Pounds.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares British Pound Sterling Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustProspectus, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the Distributor or the Sponsor, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust Trusts that is are not consistent with the Trusts’ then current Prospectus. Copies of the then current Prospectus (but not including and any materials prepared and used for such printed supplemental information will be supplied by, or caused to be supplied by, the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Distributor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding The Distributor may deliver electronically a single prospectus, annual or semi-annual report or other shareholder information (each, a “Shareholder Document”) to persons who have effectively consented to such electronic delivery. The Distributor will deliver Shareholder Documents electronically by sending consenting persons an e-mail message informing them that the foregoing or anything applicable Shareholder Document has been posted and is available on the Fund’s website, xxx.xxxxxxxxxxxxxx.xxx, and providing a hypertext link to the contrary document. The electronic versions of the Shareholder Documents will be in PDF format and can be downloaded and printed using Adobe Acrobat. By signing this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, reports, and other similar materials that include information, opinions or recommendations relating hereby consents to the Shares for public dissemination foregoing electronic delivery of all Shareholder Documents to the e-mail address set forth on the signature page attached to this Agreement. The Authorized Participant further understands and for internal use agrees that unless such consent is revoked, the Participant can obtain access to the Shareholder Documents from the Distributor only electronically. The Authorized Participant can revoke the consent to electronic delivery of Shareholder Documents at anytime by providing written notice to the Distributor. The Authorized Participant, provided Participant agrees to maintain the e-mail address set forth on the signature page to this Agreement and further agrees to promptly notify the Distributor if its e-mail address changes. The Authorized Participant understands that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission it must have continuous Internet access to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingaccess all Shareholder Documents.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will shall remove such identification from the Prospectus in the amendment of either the Registration Statement or a supplement to the Prospectus, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will shall promptly update the each Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust Trust.
(d) The Authorized Participant agrees to comply with the prospectus and disclosure delivery requirements of the Fundsfederal securities and commodities laws. In connection therewith, the Authorized Participant will provide each prospective purchaser of a Fund with a copy of the Fund’s prospectus.
Appears in 1 contract
Samples: Participant Agreement (Direxion Shares ETF Trust II)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexHong Kong Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (CurrencyShares Hong Kong Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexAustralian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Australian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the applicable then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are inconsistent with the Trust’s applicable then-current Prospectus. Copies of the applicable then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports reports, sales literature and other similar materials: (i) materials comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the applicable then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to _______________________ (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the applicable Prospectus included within the applicable Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Fund qualifies and the Sponsor in its sole discretion elects to file on Form S-1 or Form S-3, as applicable, the Sponsor will remove such identification from the Prospectus in the amendment of the applicable Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (ProShares Trust II)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustProspectus, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorDistributor or the Managing Owner, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust Trusts that is are not consistent with the Trusts’ then current Prospectus. Copies of the then current Prospectus (but not including and any materials prepared and used for such printed supplemental information will be supplied by, or caused to be supplied by, the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Distributor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Distributor may deliver on behalf of the Managing Owner, the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, Trusts (i) in any the section of the Prospectus included within the Registration entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the each Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will Managing Owner shall remove such identification from the Prospectus in the amendment of either the Registration Statement or a supplement to the Prospectus, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will Managing Owner shall promptly update the each Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrusts.
Appears in 1 contract
Samples: Participant Agreement (FactorShares S&P Gold Premium)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexJapanese Yen.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Japanese Yen Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSouth African Rands.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (CurrencyShares South African Rand Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports sales literature, reports, and other similar materials: (i) materials comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexEUAs.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (Cotwo Advisors Physical European Carbon Allowance Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not materially inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not not, in connection with any sale or solicitation of a sale of Shares, furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are materially inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports sales literature, reports, and other similar materials: (i) materials comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, only if and to the extent required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC SEC, and in each such case, the Sponsor or its Staff the Trust shall provide the Authorized Participant with a reasonable opportunity to review and approve any such disclosure (ii) on the Trust’s websitewhich approval shall not be unreasonably withheld). Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly remove such identification from the Prospectus in the an amendment of the Registration Statement next occurring after following the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (Valkyrie Bitcoin Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexChinese Renminbi.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Chinese Renminbi Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports sales literature, reports, and other similar materials not misleadingcomply with applicable NASD rules (or with comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules).
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (ProShares Trust II)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, that (i) without the written consent of the SponsorManaging Owner, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustProspectus, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust’s then-current Prospectus. The then-current Prospectus (but not including any materials prepared of the Trust will be available on the Trust’s website and used for on the Authorized ParticipantSEC’s internal use only Next-Generation XXXXX System and not communicated or shared with potential or actual investors, brokerage communications prepared copies of the then-current Prospectus will be supplied by the Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that it acknowledges that it does so without the benefit of an indemnity by the Managing Owner and that such research reports, marketing material or sales literature compare the relative risks, merits and benefits of the Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; to the extent required by the FINRA Conduct Rules and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingSEC, as necessary.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeemail. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section or document as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on a new registration statement (on Form S-3, or otherwise) the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor Managing Owner will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Trust Agreement
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexAustralian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Australian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexCanadian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Canadian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexBritish Pounds.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares British Pound Sterling Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, or (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials furnished to the Authorized Participant by the SponsorSponsor ("Marketing Materials"), and (ii) it will not furnish or cause to be furnished to any person or display or publish any information or material materials relating to the Shares or any AP Indemnified Party Party, except for information and materials that are provided by the Sponsor or approved in writing by the Sponsor. Copies of the then-current Prospectus of the Trust that is not consistent with and any such Marketing Materials will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports sales literature, reports, and other similar materials: (i) materials comply with applicable federal securities laws and regulations and FINRA rules; and (ii) are consistent with the Trust’s prospectus and do . The Authorized Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not otherwise contain an any untrue statement of a material fact related to Shares or omission omit to state therein a material fact required to be stated therein or necessary to make the research reports and other similar statements therein not misleading and, to the extent such materials not misleadinginclude statements of fact regarding Shares, such statements of fact will be consistent with the Prospectus.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the SponsorSponsor will provide, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereofcause to be provided, to the Authorized Participant copies of the then current Prospectus and any Marketing Materials in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by reasonable quantities upon request. The Sponsor will notify the Authorized Participant when a revised, supplemented or amended Prospectus for the Shares is available, and make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such quantities as may be reasonable to permit the Authorized Participant to comply with any obligation the Authorized Participant may have to deliver such Prospectus to its customers. The Sponsor shall be deemed to have complied with this Section 13(c) when the Authorized Participant has received such revised, supplemented or amended Prospectus by e-mail, in printable form, with such number of hard copies as may be agreed from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectusparties promptly thereafter.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Plan of Distribution" and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Trust qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Trust will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (Wilshire wShares Enhanced Gold Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Authorized Participant Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Authorized Participant Indemnified Party or that are inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports sales literature, reports, and other similar materials not misleadingcomply with applicable NASD rules (or with comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules).
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (ETFS Collateralized Commodities Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party (as defined below) other than representations not inconsistent with (A) the then-current Prospectus of the TrustFund, (B) printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or the Trust that is not consistent are inconsistent with the Fund’s then-current Prospectus. Copies of the then-current Prospectus (but not including and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated Managing Owner, or shared with potential or actual investorsits designee, brokerage communications prepared by to the Authorized Participant in reasonable quantities upon request. The Managing Owner represents, warrants, and agrees that it will notify the normal course Authorized Participant when a revised, supplemented, or amended Prospectus for the Fund is available and deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented, or amended Prospectus at such time and in such numbers as to enable the Authorized Participant to comply with any obligation it may have to deliver such Prospectus to its business customers. The Managing Owner will make such revised, supplemented, or research reports) that have not been approved by amended Prospectus available to the SponsorAuthorized Participant no later than its effective date.
(b) The Managing Owner and the Fund represent and warrant that (i) the Registration Statement and the Prospectus contained therein conforms in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule, or regulation of any court or governmental agency or body having jurisdiction over the Managing Owner or the Fund, and (iii) no consent, approval, authorization, order, registration, or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Shares, except registration under the 1933 Act.
(c) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may may, without the written approval of the Sponsor Managing Owner or the Trust Fund, prepare and circulate in the regular course of their businesses research, reportssales literature, reports and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares; provided, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports sales literature, reports, and other similar materials not misleading.
comply with applicable NASD rules (c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businessesor with comparable FINRA rules, without having to refer to the Shares if such NASD rules are subsequently repealed, rescinded, or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexare otherwise replaced by FINRA rules).
(d) The Authorized Participant hereby agrees that that, for the term of this Agreement Agreement, the Sponsor, Managing Owner or its designee, designee may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the SponsorManaging Owner, or the SponsorManaging Owner’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor Managing Owner or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor Managing Owner will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) Fund in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the TrustFund’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Funds.
Appears in 1 contract
Samples: Authorized Participant Agreement (WisdomTree Continuous Commodity Index Master Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the applicable then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or that are inconsistent with the Trust’s applicable then-current Prospectus. Copies of the applicable then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports reports, sales literature and other similar materials not misleadingcomply with applicable NASD rules (or with comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules).
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the applicable then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the applicable Prospectus included within the applicable Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Fund qualifies and the Sponsor in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the applicable Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (ProShares Trust II)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the SponsorManaging Owner, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor Managing Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorManaging Owner, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust's then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Managing Owner to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust Managing Owner prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Managing Owner may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Managing Owner and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeManaging Owner. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, Managing Owner will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor Managing Owner qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Managing Owner will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor Managing Owner will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (DB Commodity Index Tracking Master Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, or (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials furnished to the Authorized Participant by the SponsorSponsor (“Marketing Materials”), and (ii) it will not furnish or cause to be furnished to any person or display or publish any information or material materials relating to the Shares or any AP Indemnified Party Party, except for information and materials that are provided by the Sponsor or approved in writing by the Sponsor. Copies of the then-current Prospectus of the Trust that is not consistent with and any such Marketing Materials will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports sales literature, reports, and other similar materials: (i) materials comply with applicable federal securities laws and regulations and FINRA rules; and (ii) are consistent with the Trust’s prospectus and do . The Authorized Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not otherwise contain an any untrue statement of a material fact related to Shares or omission omit to state therein a material fact required to be stated therein or necessary to make the research reports and other similar statements therein not misleading and, to the extent such materials not misleadinginclude statements of fact regarding Shares, such statements of fact will be consistent with the Prospectus.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the SponsorSponsor will provide, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereofcause to be provided, to the Authorized Participant copies of the then current Prospectus and any Marketing Materials in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by reasonable quantities upon request. The Sponsor will notify the Authorized Participant when a revised, supplemented or amended Prospectus for the Shares is available, and make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such quantities as may be reasonable to permit the Authorized Participant to comply with any obligation the Authorized Participant may have to deliver such Prospectus to its customers. The Sponsor shall be deemed to have complied with this Section 13(c) when the Authorized Participant has received such revised, supplemented or amended Prospectus by e-mail, in printable form, with such number of hard copies as may be agreed from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectusparties promptly thereafter.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Plan of Distribution” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor Trust qualifies and in its sole discretion elects to file on Form S-3, the Sponsor Trust will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (Sprott ESG Gold ETF)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust's then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice will file all such research reports, marketing material and sales literature related to the Sponsor, or Shares with the Sponsor’s designee, and, whether or not such agreement is in effect, NASD to the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration as may be extent required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsNASD Conduct Rules.
Appears in 1 contract
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexMexican Pesos.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Mexican Peso Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexEuro.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Euro Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party (as defined below) other than representations not inconsistent with (A) the then-current Prospectus of the TrustFund, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or the Trust that is not consistent are inconsistent with the Fund’s then-current Prospectus. Copies of the then-current Prospectus (but not including and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated Sponsor, or shared with potential or actual investorsits designee, brokerage communications prepared by to the Authorized Participant in reasonable quantities upon request. The Sponsor represents, warrants, and agrees that it will notify the normal course Authorized Participant when a revised, supplemented, or amended Prospectus for the Fund is available and deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented, or amended Prospectus at such time and in such numbers as to enable the Authorized Participant to comply with any obligation it may have to deliver such Prospectus to its business customers. The Sponsor will make such revised, supplemented, or research reports) that have not been approved by amended Prospectus available to the SponsorAuthorized Participant no later than its effective date.
(b) The Sponsor and the Fund represent and warrant that (i) the Registration Statement and the Prospectus contained therein conforms in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule, or regulation of any court or governmental agency or body having jurisdiction over the Sponsor or the Fund, and (iii) no consent, approval, authorization, order, registration, or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Shares, except registration under the 1933 Act.
(c) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may may, without the written approval of the Sponsor or the Trust Fund, prepare and circulate in the regular course of their businesses research, reportssales literature, reports and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares; provided, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports sales literature, reports, and other similar materials not misleading.
comply with applicable NASD rules (c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businessesor with comparable FINRA rules, without having to refer to the Shares if such NASD rules are subsequently repealed, rescinded, or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexare otherwise replaced by FINRA rules).
(d) The Authorized Participant hereby agrees that that, for the term of this Agreement Agreement, the Sponsor, Sponsor or its designee, designee may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) Fund in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the TrustFund’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Funds.
Appears in 1 contract
Samples: Authorized Participant Agreement (WisdomTree Coal Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexChinese Renminbi.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Chinese Renminbi Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexEuro.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Authorized Participant Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Authorized Participant Indemnified Party or that are inconsistent with the Trust’s then-current Prospectus. Copies of the then-current Prospectus of the Trust that is not consistent with and any such printed supplemental information will be supplied by the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized ParticipantShares, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports sales literature, reports, and other similar materials not misleadingcomply with applicable NASD rules (or with comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules).
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to (or to such other address as shall may be provided by the Authorized Participant from time to time time) in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Authorized Participant Agreement (ETFS Collateralized Commodities Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexCanadian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Canadian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, that (i) without the written consent of the Sponsor, (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party (as defined below) other than representations not inconsistent with (A) the then-current Prospectus of the TrustProspectus, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or Prospectus, (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (D) other information and materials filed by the Trust with the SEC or made available on any website controlled Sponsor or the Trust and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party that are inconsistent with the Trust’s then-current Prospectus. The foregoing shall apply to: (i) written materials of any kind which relate to asset allocation or strategic or economic matters that generally mention the Trust that is not consistent with without recommending or describing the Prospectus Trust; (but not including any ii) materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, only; (iii) brokerage communications prepared by the Authorized Participant in the normal course of its business or business; and (iv) research reportsreports as described in Section 3(b) that have not been approved of this Agreement ((i) through (iv) of this Section 3(a) are hereinafter referred to as “Excluded Materials”). Copies of the then-current Prospectus and any such printed supplemental information will be supplied by the Sponsor, or its designee, to the Authorized Participant in reasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may may, without the written approval of the Sponsor or the Trust Sponsor, prepare and circulate in the regular course of their businesses researchits business, Excluded Material, research reports, and institutional communications (as such term in defined in FINRA Rule 2210 or any successor rule), correspondence (as such term is defined in FINRA Rule 2210 or any successor rule) marketing material, sales literature that includes information, opinions or recommendations relating to the Shares other similar materials that include information, opinions or recommendations relating to the Shares Shares: (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature comply with all applicable laws, rules and regulations; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such Excluded Materials, provided that such researchresearch reports, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement Agreement, the Sponsor, Trust or its designee, designee may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic e-mail to such the address as shall be provided by set forth on the Authorized Participant from time to time signature page below, in printable form, in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. .
(d) The Sponsor willand the Trust represent and warrant that: (i) the Registration Statement and the Prospectus contained therein conforms in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC thereunder and do not and will not, when requested by as of the Authorized Participantapplicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make availablethe statements therein not misleading; (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule, or cause to be made availableregulation of any court or governmental agency or body having jurisdiction over the Sponsor or the Trust; and (iii) no consent, at no cost approval, authorization, order, registration, or qualification of or with any such court or governmental agency or body is required for the software issuance and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version sale of the ProspectusShares, except registration under the 1933 Act.
(e) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Funds.
Appears in 1 contract
Samples: Authorized Participant Agreement (WisdomTree Bitcoin Fund)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSouth African Rand.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (CurrencyShares South African Rand Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexAustralian Dollars.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Australian Dollar Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such researchmarketing material and sales literature related to the Shares with FINRA to the extent required by FINRA’s rules, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with including the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexJapanese Yen.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format portable document format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Invesco CurrencyShares Japanese Yen Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, that (i) without the written consent of the Sponsor, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustRegistration Statement, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or Registration Statement’ (C) the applicable prospectus or (D) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorSponsor (each of (B) and (C) referred to herein as “Marketing Materials”), or (D) other information and materials filed by the Trust with the SEC or made available on any website controlled Sponsor or the Trust, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus Trust’s then current Registration Statement. The foregoing shall not apply to (but not including i) written materials of any kind which relate to asset allocation or strategic or economic matters that generally mention the Trust without recommending or describing the Trust; (ii) materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, only; (iii) brokerage communications prepared by the Authorized Participant in the normal course of its business business; and (iv) research reports as described in Section 12(b) of this Agreement ((i) through (iv) of this Section 12(a) are hereinafter referred to as “Excluded Materials”). Copies of the then current Registration Statement and any such printed supplemental information or research reports) that have not been approved amendments thereto will be supplied by the SponsorSponsor to the Authorized Participant in reasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may may, without the written approval of the Sponsor or the Trust Sponsor, prepare and circulate in the regular course of their businesses researchits business, Excluded Material, research reports, and institutional communications (as such term in defined in FINRA Rule 2210 or any successor rule), correspondence (as such term is defined in FINRA Rule 2210 or any successor rule) marketing material, sales literature that includes information, opinions or recommendations relating to the Shares other similar materials that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature comply with all applicable laws, rules and regulations; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such Excluded Materials, provided that such researchresearch reports, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current ProspectusRegistration Statement, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time [●], in printable form, in lieu of delivering the Prospectus Registration Statement in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus Registration Statement in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For The Sponsor, on its own behalf and on behalf of the Trust, agrees, for as long as this Agreement is effective, not to identify or name the Authorized Participant in any Marketing Materials for the Trust without the prior written consent of the Authorized Participant, which consent shall not be unreasonably be withheld, conditioned or delayed. The Authorized Participant hereby consents to be named as an authorized participant of the Trust in the Registration Statement. If the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon such documents, upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will shall remove such identification from the Prospectus Registration Statement in the amendment of either the Registration Statement or a supplement to the Registration Statement, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will shall promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust. Notwithstanding the foregoing the Sponsor may, without the prior written consent of the Authorized Participant, disclose whether the Authorized Participant acts as an authorized participant for the Trust in the Registration Statement and as otherwise necessary to comply with applicable laws, regulatory requests and rules of securities exchanges.
(e) Except as required by court order or requested by any regulatory or self-regulatory authority of competent jurisdiction, the FundsSponsor agrees that it will not, without prior written consent of the Authorized Participant, use in advertising or publicity the name of the Authorized Participant or any affiliate of the Authorized Participant, any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Authorized Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust or the Sponsor has been approved or endorsed by the Authorized Participant or any of its affiliates or that the Authorized Participant acts as underwriter, distributor or selling group member with respect to the Shares. This provision shall survive termination or expiration of this Agreement.
Appears in 1 contract
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants that, that (i) without the written consent of the Sponsor, (i) it will not, in connection with any sale or solicitation of a sale of Shares, the Authorized Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the TrustRegistration Statement, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus Registration Statement or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the SponsorSponsor (each of (B) and (C) referred to herein as “Marketing Materials”), or (D) other information and materials filed by the Trust with the SEC or made available on any website controlled Sponsor or the Trust, and (ii) it will the Authorized Participant shall not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus Trust’s then current Registration Statement. The foregoing shall apply to (but not including i) written materials of any kind which relate to asset allocation or strategic or economic matters that generally mention the Trust without recommending or describing the Trust; (ii) materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, only; (iii) brokerage communications prepared by the Authorized Participant in the normal course of its business business; and (iv) research reports as described in Section 12(b) of this Agreement ((i) through (iv) of this Section 4(c) are hereinafter referred to as “Excluded Materials”). Copies of the then current Registration Statement and any such printed supplemental information or research reports) that have not been approved amendments thereto will be supplied by the SponsorSponsor to the Authorized Participant in reasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may may, without the written approval of the Sponsor or the Trust Sponsor, prepare and circulate in the regular course of their businesses researchits business, Excluded Material, research reports, and institutional communications (as such term in defined in FINRA Rule 2210 or any successor rule), correspondence (as such term is defined in FINRA Rule 2210 or any successor rule) marketing material, sales literature that includes information, opinions or recommendations relating to the Shares other similar materials that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature comply with all applicable laws, rules and regulations; and (ii) for internal use by the Authorized Participant. The Authorized Participant shall file all such Excluded Materials, provided that such researchresearch reports, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current ProspectusRegistration Statement, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time [ ], in printable form, in lieu of delivering the Prospectus Registration Statement in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus Registration Statement in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(ed) For The Sponsor, on its own behalf and on behalf of the Trust, agrees, for as long as this Agreement is effective, not to identify or name the Authorized Participant in the Registration Statement or in any Marketing Materials for the Trust without the prior written consent of the Authorized Participant, which consent shall not be unreasonably withheld. The Authorized Participant hereby consents to be named as an Authorized Participant of the Trust in the Registration Statement. If the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon such documents, upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will shall remove such identification from the Prospectus Registration Statement in the amendment of either the Registration Statement or a supplement to the Registration Statement, as applicable, next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will shall promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust.
(e) Except as required by court order or requested by any regulatory or self-regulatory authority of competent jurisdiction, the Sponsor agrees that it will not, without prior written consent of the Authorized Participant, use in advertising or publicity the name of the Authorized Participant or any affiliate of the Authorized Participant, any trade name, trademark, trade device, service xxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Authorized Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust and or the FundsSponsor has been approved or endorsed by the Authorized Participant or any of its affiliates or that the Authorized Participant acts as underwriter, distributor or selling group member with respect to the Shares. This provision shall survive termination or expiration of this Agreement.
Appears in 1 contract
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, (i) it the Authorized Participant will not, in connection with any sale or solicitation of a sale of Shares, not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A) in the then-current Prospectus of the Trust, (B) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Trust’s then current Prospectus. Copies of the then current Prospectus (but not including of the Trust and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature that include includes information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply sales literature related to the Shares with applicable FINRA rules; and (ii) are consistent with to the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission to state therein a material fact extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingFINRA Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexgold.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, will when requested by the Authorized Participant, Participant make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled “Creation and Redemption of Shares” and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3S- 3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Spdr® Gold Trust Participant Agreements (SPDR Gold Trust)
Marketing Materials; Representations Regarding Shares; Identification in Registration Statement. (a) The Authorized Participant represents, warrants and covenants thatthat (i), without the written consent of the Sponsor, the Authorized Participant will not (iA) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with contained (A1) in the then-current Prospectus of the Trust, as then amended and supplemented, (B2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (C3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) it the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or Shares, any AP Indemnified Party Person or the Trust that is are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus (but not including of the Trust, as then amended and supplemented, and any materials prepared and used for such printed supplemental information will be supplied by the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by Sponsor to the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsorreasonable quantities upon request.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreementforegoing, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, its business research reports, marketing material and other similar materials sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and NASD rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, provided that such research, reports marketing material and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent sales literature related to the Shares with the Trust’s prospectus and do not otherwise contain an untrue statement of a material fact or omission NASD to state therein a material fact the extent required to be stated therein or necessary to make by the research reports and other similar materials not misleadingNASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, as then amended and supplemented, data and information relating to the price of gold or currencies referenced in a Fund’s underlying indexSwedish Kronor.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, Sponsor may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“"PDF”") via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designeeSponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any the section of the Prospectus included within the Registration Statement entitled "Creation and Redemption of Shares" (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC or its Staff and (ii) on the Trust’s 's website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust’s 's website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the FundsTrust.
Appears in 1 contract
Samples: Participant Agreement (Currencyshares Swedish Krona Trust)
