Common use of Role of Authorized Participant Clause in Contracts

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian or the General Partner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b), the Authorized Participant will maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner with the names and addresses of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund to comply with such obligations upon written request of the General Partner or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

Appears in 8 contracts

Samples: Authorized Participant Agreement (United States Gasoline Fund, LP), Authorized Participant Agreement (United States 12 Month Oil Fund, LP), Authorized Participant Agreement (United States Brent Oil Fund, LP)

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Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or any Fund or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(bany customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (an “Indirect Participant”), or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with the names and addresses of the Participants of such Creation Baskets and Managing Owner written notice indicating the number of Creation Baskets purchased if and to the extent Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (may hold as defined in Section 18) record holder and shall not be used for any purpose other than to satisfy requests the amount of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws such Shares that it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request and with respect to each Fund. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementgross offering proceeds registered under each effective registration statement as provided under the “Plan of Distribution – General” section (or any future equivalent section) of the applicable Prospectus. Such commission may only be charged by a broker-dealer registered as such under the 1934 Act and which is a member of FINRA.

Appears in 6 contracts

Samples: Participant Agreement (Invesco DB Multi-Sector Commodity Trust), Participant Agreement (Invesco DB Multi-Sector Commodity Trust), Participant Agreement (Invesco DB Multi-Sector Commodity Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the provisions obligations of Section 8(b), a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus. (d) The Authorized Participant will maintain records of all sales of Creation Baskets made by or through it andagrees, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customers, will furnish or the General Partner with the names and addresses applicable rules of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customersself-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(d) of the this Agreement.

Appears in 5 contracts

Samples: Authorized Participant Agreement, Authorized Participant Agreement (ETFS Collateralized Commodities Trust), Authorized Participant Agreement (ProShares Trust II)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing AgentSponsor, the Administrator, the Custodian Trustee or the General Partner Depository, in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon request, during normal business hours to consult with the General Partner and Trustee, the Marketing Agent Depository or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; , provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibitednature. (c) Notwithstanding the provisions of Section 8(b), the The Authorized Participant will maintain records of all sales of Creation Baskets Shares made by or through it and, as required by law and will furnish copies of such records to the Sponsor upon the reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy or confidentiality obligations it may have to its customers or other obligations arising under federal or state securities laws it may have or the applicable rules of any self regulatory organization. The Sponsor will not use any information provided by the Authorized Participant pursuant to its customers, will furnish the General Partner with the names and addresses of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide this paragraph or disclose such information to others except in connection with the Commodities Futures Trading Commissionperformance of its duties and responsibilities hereunder, Securities Exchange Commission, Financial Industry Regulatory Authorityincluding making servicing and informational mailings related to the Trust, or Internal Revenue Service (“Fund Regulators”)except as may be required by applicable law. For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) confidential and shall not be provided to any third parties or employees of the Trust or the Trustee other than those with a need to know or used for any purpose other than to satisfy requests of Fund Regulatorsregulatory requests. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund to comply with such obligations upon written request of the General Partner or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

Appears in 3 contracts

Samples: Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing AgentOrder Examiner, the Administrator, the Custodian BNY Mellon or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon reasonable prior request, during normal business hours to consult with the General Partner Sponsor and the Marketing Agent BNY Mellon concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibitedprohibited by applicable law or by a non-disclosure agreement to which the Authorized Participant is bound. (c) Notwithstanding the provisions of Section 8(b9(b), the Authorized Participant will will, to the extent required by applicable law and consistent with the provisions of law applicable to it, maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customerscustomers arising under contract or the federal or state securities laws, will use its reasonable efforts to furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner Sponsor has been requested to provide such information to a governmental agency or department or self-regulatory organization that regulates the Commodities Futures Trading CommissionTrust and its activities and the Sponsor and its activities (to the extent such activities pertain to the Trust), including but not limited to the Securities Exchange Commission, Financial Industry Regulatory Authority, or National Futures Association, Commodity Futures Trading Commission, Internal Revenue Service Service, FinCen or applicable state regulators (“Fund Trust Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 1819) and shall not be used for any purpose other than to satisfy requests of Fund Trust Regulators. (d) The Fund Trust may from time to time be obligated under applicable law to deliver prospectuses, proxy materials, annual or other reports of the Fund Trust or other similar information (“Fund Trust Documents”) to its limited partnersthe Trust’s shareholders. The Authorized Participant agrees (i) subject to any contractual obligations, privacy obligations obligations, or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund Trust to comply with such obligations upon written request of the General Partner Sponsor or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Trust Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust of sufficient quantities of such Fund Trust Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne in full by the General Partner in accordance with usual custom and practice in respect of such communicationsSponsor. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund Trust to meet its regulatory requirements as set forth in Section 8(b8(c) and in this Section 8(c8(d) of the Agreement.

Appears in 3 contracts

Samples: Authorized Participant Agreement (21Shares Core Ethereum ETF), Authorized Participant Agreement (Ark 21Shares Bitcoin ETF), Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian Distributor or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and Distributor and/or the Marketing Agent Managing Owner or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerDistributor or the Managing Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with Distributor or the names and addresses Managing Owner written notice indicating the number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trusts. In addition, the Authorized Participant agrees, upon request of the Distributor or the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Distributor or the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementtotal amount of the sale.

Appears in 2 contracts

Samples: Authorized Participant Agreement (ETF Managers Group Commodity Trust I), Authorized Participant Agreement (ETF Managers Group Commodity Trust I)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as an agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(bany customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (an “Indirect Participant”), or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with the names and addresses of the Participants of such Creation Baskets and Managing Owner written notice indicating the number of Creation Baskets purchased if and to the extent Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (may hold as defined in Section 18) record holder and shall not be used for any purpose other than to satisfy requests the amount of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws such Shares that it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request and with respect to the Trust. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to 0.99% of the extent necessary for gross offering proceeds registered under each effective registration statement as provided under the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c“Plan of Distribution - General” section (or any future equivalent section) of the Agreementapplicable Prospectus. Such commission may only be charged by a broker-dealer registered as such under the 1934 Act and which is a member of FINRA.

Appears in 2 contracts

Samples: Participant Agreement (Invesco DB Commodity Index Tracking Fund), Trust Agreement

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrusts, the Marketing Agent, the Administrator, the Custodian Distributor or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and Distributor and/or the Marketing Agent Managing Owner or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerDistributor or the Managing Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws or other obligations it may have to its customers, will furnish provide the General Partner with Distributor or the names and addresses Managing Owner written notice indicating the number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trusts. In addition, the Authorized Participant agrees, upon request of the Distributor or the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Distributor or the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. The General Partner Managing Owner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized ParticipantParticipant and the Managing Owner, and none of the General Partner, the Fund each Trust or any of their respective affiliates shall not use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and purpose except to the extent strictly necessary for to comply with applicable law and regulation. Notwithstanding the Fund foregoing, such names, addresses or other information shall not be deemed to meet be the sole property of the Authorized Participant if it is obtained by the Managing Owner or a Trust (i) from a source not known by it to be under any obligation of confidentiality to the Authorized Participant, (ii) which was, is or hereafter becomes part of the public domain without any violation of this Agreement on the part of any Trust or the Managing Owner, (iii) the names and address and other information are that of Shareholders of a Trust and were independently compiled as a result thereof. (e) The Authorized Participant agrees that, in connection with any sales of the Shares, it will not charge a commission to its regulatory requirements as set forth customers in Section 8(b) and in this Section 8(cexcess of one percent (1%) of the Agreementtotal amount of the sale.

Appears in 2 contracts

Samples: Participant Agreement, Participant Agreement (FactorShares 2X: S&P500 Bull/Usd Bear)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian any Fund or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with the names and addresses of the Participants of such Creation Baskets and Managing Owner written notice indicating the number of Creation Baskets purchased if and to the extent Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (may hold as defined in Section 18) record holder and shall not be used for any purpose other than to satisfy requests the amount of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws such Shares that it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request and with respect to each Fund. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

Appears in 2 contracts

Samples: Participant Agreement, Participant Agreement (PowerShares DB US Dollar Index Bullish Fund)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian any Fund or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(bany customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (an “Indirect Participant”), or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with the names and addresses of the Participants of such Creation Baskets and Managing Owner written notice indicating the number of Creation Baskets purchased if and to the extent Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (may hold as defined in Section 18) record holder and shall not be used for any purpose other than to satisfy requests the amount of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws such Shares that it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request and with respect to each Fund. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementgross offering proceeds registered under each effective registration statement as provided under the “Plan of Distribution – General” section (or any future equivalent section) of the applicable Prospectus. Such commission may only be charged by a broker-dealer registered as such under the 1934 Act and which is a member of FINRA.

Appears in 2 contracts

Samples: Participant Agreement (Invesco DB US Dollar Index Trust), Participant Agreement (Invesco DB US Dollar Index Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b7(b), the Authorized Participant will maintain records of all sales of Creation Baskets Units made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets Units and the number of Creation Baskets Units purchased if and to the extent that the General Partner Sponsor has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time Authorized Participant, as a DTC Participant, agrees that it shall be obligated to deliver prospectuses, proxy materials, annual or other reports bound by all of the Fund obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or other similar information in accordance with the Prospectus. (“Fund Documents”e) to its limited partners. The Authorized Participant agrees (i) agrees, subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customersor the applicable rules of any self-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(d) of the this Agreement.

Appears in 2 contracts

Samples: Authorized Participant Agreement (Vs Trust), Authorized Participant Agreement (ConvexityShares Trust)

Role of Authorized Participant. (a) The Each Authorized Participant acknowledges that, for all purposes of this AgreementParticipants Agreement and the Trust Agreements, the Authorized Participant it is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundPaired Holding Trusts, the Marketing AgentTradeable Trusts, the AdministratorDepositor, the Custodian Administrative Agent or the General Partner Trustee in any matter or in any respect. (b) The Each Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner Trustee and the Marketing Administrative Agent concerning the performance of the such Authorized Participant’s 's responsibilities under this Participants Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to (i) any creation of one or more MACRO Units or the provisions creation of Section 8(b)one or more MACRO Units and concurrently exchanging such shares into Tradeable Shares, (ii) redemption of MACRO Units into cash and/or Treasuries and/or any exchange of Tradeable Shares into their related Holding Shares and concurrently redeeming such shares as part of a MACRO Unit or (iii) any exchange of Tradeable Shares into their related Holding Shares or any exchange of Holding Shares into their related Tradeable Shares, made by an Authorized Participant pursuant to this Participants Agreement for the benefit of any customer or any other DTC Participant or Indirect Participant, or any other beneficial owner, such Authorized Participant shall extend to any such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Trust Agreements. (d) Each Authorized Participant will maintain records of all sales and redemptions of Creation Baskets Holding Shares or Tradeable Shares made by or through it and, and will furnish copies of such records to the Depositor upon the reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner with the names and addresses of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund RegulatorsDepositor. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund to comply with such obligations upon written request of the General Partner or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

Appears in 2 contracts

Samples: Participants Agreement (MACRO Securities Depositor, LLC), Participants Agreement (MACRO Securities Depositor, LLC)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Trust, the Sponsor, the Marketing Agent, the Administrator, Administrator or the Custodian or the General Partner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon request, during normal business hours to consult with the General Partner Sponsor and the Marketing Agent concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b), the Authorized Participant will maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner Sponsor with the names and addresses of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner Sponsor, the Trust or the Fund has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or the Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Trust and/or the Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Trust and/or the Fund or other similar information (“Fund Documents”) to its limited partnersUnitholders. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Trust and/or the Fund to comply with such obligations upon written request of the General Partner Sponsor or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents to the Authorized Participant’s customers that custody Shares Units with the Authorized Participant, after receipt from the Trust and/or the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Sponsor in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Trust, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Trust and/or the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

Appears in 2 contracts

Samples: Authorized Participant Agreement (USCF Funds Trust), Authorized Participant Agreement (United States Commodity Index Funds Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with Managing Owner written notice indicating the names and addresses number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trust. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

Appears in 2 contracts

Samples: Participant Agreement (Jefferies Commodity Real Return ETF), Participant Agreement (Jefferies S&P 500 VIX Short-Term Futures ETF)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian Sponsor or the General Partner Transfer Agent in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerSponsor, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws or other obligations it may have to its customers, will furnish provide the General Partner with Sponsor written notice indicating the names and addresses number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trust. In addition, the Authorized Participant agrees, upon request of the Sponsor, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Sponsor (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Sponsor in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, Participant and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall not use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and purpose except to the extent strictly necessary for to comply with applicable law and regulation. Notwithstanding the Fund foregoing, such names, addresses or other information shall not be deemed to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) be the sole property of the AgreementAuthorized Participant if it is obtained by the Sponsor or the Trust (i) from a source not known by it to be under any obligation of confidentiality to the Authorized Participant, (ii) which was, is or hereafter becomes part of the public domain without any violation of this Agreement on the part of the Trust or the Sponsor, (iii) the names and address and other information are that of Shareholders of the Trust and were independently compiled as a result thereof.

Appears in 1 contract

Samples: Participant Agreement (Winklevoss Bitcoin Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing AgentOrder Examiner, the Administrator, the Custodian BNY Mellon or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon reasonable prior request, during normal business hours to consult with the General Partner Sponsor and the Marketing Agent BNY Mellon concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibitedprohibited by applicable law or by a non-disclosure agreement to which the Authorized Participant is bound. (c) Notwithstanding the provisions of Section 8(b9(b), the Authorized Participant will will, to the extent required by applicable law, maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customerscustomers arising under contract or the federal or state securities laws, will furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner Sponsor has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Trust Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 1819) and shall not be used for any purpose other than to satisfy requests of Fund Trust Regulators. (d) The Fund Trust may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund Trust or other similar information (“Fund Trust Documents”) to its limited partnersthe Trust’s shareholders. The Authorized Participant agrees (i) subject to any contractual obligations, privacy obligations obligations, or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund Trust to comply with such obligations upon written request of the General Partner Sponsor or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Trust Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust of sufficient quantities of such Fund Trust Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Sponsor in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund Trust to meet its regulatory requirements as set forth in Section 8(b8(c) and in this Section 8(c8(d) of the Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (SolidX Bitcoin Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon requestreasonable request and with reasonable notice, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b), the The Authorized Participant will will, to the extent required by applicable law, maintain records of all sales of Creation Baskets Units made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets Units and the number of Creation Baskets Units purchased if and to the extent that the General Partner Sponsor or the Trust has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, a governmental agency or Internal Revenue Service self-regulatory organization (“Fund RegulatorsSRO”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time Authorized Participant, as a DTC Participant, agrees that it shall be obligated to deliver prospectuses, proxy materials, annual or other reports bound by all of the Fund applicable obligations of a DTC Participant in addition to any applicable obligations that it undertakes hereunder or other similar information in accordance with the Prospectus. (“Fund Documents”e) to its limited partners. The Authorized Participant agrees (i) agrees, subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customersor the applicable rules of any self-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon reasonable request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its Shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its Shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(e) of the this Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (Sprott ESG Gold ETF)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrusts, the Marketing Agent, the Administrator, the Custodian Distributor or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and Distributor and/or the Marketing Agent Managing Owner or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerDistributor or the Managing Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with Distributor or the names and addresses Managing Owner written notice indicating the number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trusts. In addition, the Authorized Participant agrees, upon request of the Distributor or the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Distributor or the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementtotal amount of the sale.

Appears in 1 contract

Samples: Participant Agreement (FactorShares S&P Gold Premium)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the provisions obligations of Section 8(b), a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus. (d) The Authorized Participant will maintain records of all sales of Creation Baskets made by or through it andagrees, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customers, will furnish or the General Partner with the names and addresses applicable rules of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customersself-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the Trust referred to in this Section 7(d) of this Agreement or to the extent necessary for that the Fund Sponsor has been requested to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of provide such information to the AgreementSecurities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Trust Regulators”).

Appears in 1 contract

Samples: Authorized Participant Agreement (Valkyrie Bitcoin Fund)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b), the Authorized Participant will maintain records of all sales of Creation Baskets Units made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets Units and the number of Creation Baskets Units purchased if and to the extent that the General Partner Sponsor has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time Authorized Participant, as a DTC Participant, agrees that it shall be obligated to deliver prospectuses, proxy materials, annual or other reports bound by all of the Fund obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or other similar information in accordance with the Prospectus. (“Fund Documents”e) to its limited partners. The Authorized Participant agrees (i) agrees, subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customersor the applicable rules of any self-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders, to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c8(d) of the this Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (Cotwo Advisors Physical European Carbon Allowance Trust)

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Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Trust, any Fund, the Marketing Agent, the Administrator, the Custodian or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the provisions obligations of Section 8(b), the a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with a Prospectus. (d) The Authorized Participant will maintain records of all sales of Creation Baskets made by or through it andagrees, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customers, will furnish or the General Partner with the names and addresses applicable rules of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customersself-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by Sponsor and the General Partner in accordance with usual custom Trust agree to treat as confidential the names and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are customers, including any non-public personal information as defined in Regulation S-P, and agree that such information is direct and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(d) of the this Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (ProShares Trust II)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon requestreasonable request and with reasonable notice, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s 's responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b), the The Authorized Participant will will, to the extent required by applicable law, maintain records of all sales of Creation Baskets Units made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets Units and the number of Creation Baskets Units purchased if and to the extent that the General Partner Sponsor or the Trust has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, a governmental agency or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulatorsself-regulatory organization. (d) The Fund may from time to time Authorized Participant, as a DTC Participant, agrees that it shall be obligated to deliver prospectuses, proxy materials, annual or other reports bound by all of the Fund applicable obligations of a DTC Participant in addition to any applicable obligations that it undertakes hereunder or other similar information in accordance with the Prospectus. (“Fund Documents”e) to its limited partners. The Authorized Participant agrees (i) agrees, subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customersor the applicable rules of any self-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon reasonable request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its Shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its Shareholders to the Authorized Participant’s 's customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s 's customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(e) of the this Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (Wilshire wShares Enhanced Gold Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian Distributor or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and Distributor and/or the Marketing Agent Sponsor or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Trust Agreement. (d) Upon reasonable request by the Distributor or the Sponsor, the Authorized Participant will, subject to any limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, provide the Distributor or the Sponsor written notice indicating the number of Shares that the Authorized Participant may hold as record holder and the number of such Shares that it holds for the benefit of other broker-dealers that clear and settle transactions in Shares through it andthe Authorized Participant, upon in each case as of the date of such request, with respect to the Trusts. Upon reasonable request of the General PartnerSponsor, except if it prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, the Authorized Participant will furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner Sponsor has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory AuthorityFINRA, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all All such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) confidential and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund to comply with such obligations upon written request of the General Partner or (ii) in lieu thereof, and at the option of the Authorized ParticipantIn addition, the Authorized Participant agrees, upon request of the Distributor or the Sponsor, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Distributor or the Sponsor (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Sponsor in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementtotal amount of the sale.

Appears in 1 contract

Samples: Participant Agreement (Direxion Shares ETF Trust II)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing AgentOrder Examiner, the Administrator, the Custodian BNY Mellon or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon reasonable prior request, during normal business hours to consult with the General Partner Sponsor and the Marketing Agent BNY Mellon concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibitedprohibited by applicable law or by a non-disclosure agreement to which the Authorized Participant is bound. (c) Notwithstanding the provisions of Section 8(b9(b), the Authorized Participant will will, to the extent required by applicable law and consistent with the provisions of law applicable to it, maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General PartnerSponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customerscustomers arising under contract or the federal or state securities laws, will use its reasonable efforts to furnish the General Partner Sponsor with the names and addresses of the Participants purchasers of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner Sponsor has been requested to provide such information to a governmental agency or department or self- regulatory organization that regulates the Commodities Futures Trading CommissionTrust and its activities and the Sponsor and its activities (to the extent such activities pertain to the Trust), including but not limited to the Securities Exchange Commission, Financial Industry Regulatory Authority, or National Futures Association, Commodity Futures Trading Commission, Internal Revenue Service Service, FinCen or applicable state regulators (“Fund Trust Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 1819) and shall not be used for any purpose other than to satisfy requests of Fund Trust Regulators. (d) The Fund Trust may from time to time be obligated under applicable law to deliver prospectuses, proxy materials, annual or other reports of the Fund Trust or other similar information (“Fund Trust Documents”) to its limited partnersthe Trust’s shareholders. The Authorized Participant agrees (i) subject to any contractual obligations, privacy obligations obligations, or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund Trust to comply with such obligations upon written request of the General Partner Sponsor or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Trust Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust of sufficient quantities of such Fund Trust Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne in full by the General Partner in accordance with usual custom and practice in respect of such communicationsSponsor. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund Trust to meet its regulatory requirements as set forth in Section 8(b8(c) and in this Section 8(c8(d) of the Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the provisions obligations of Section 8(b), the a DTC Participant in addition to any obligations that it undertakes hereunder. (d) The Authorized Participant will maintain records of all sales of Creation Baskets made by or through it andagrees, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations privacy, confidentiality or other internal policies it may have regarding its customers, obligations arising under federal or state securities laws it may have to its customers, will furnish or the General Partner with the names and addresses applicable rules of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customersself-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon reasonable request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(d) of the this Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (ETFS Collateralized Commodities Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, and agrees that for all purposes of this Agreement, the Authorized Participant is and shall will be deemed to be an independent contractor contractor, and has and shall will have no authority to act as agent for the Trust, any Fund, the Marketing AgentDistributor, the AdministratorCustodian, the Custodian or the General Partner Authorized Participant’s custodian in any matter or in any respect. (b) . The Authorized Participant will, agrees to the extent reasonably practicable, make itself and its employees available, upon request, during normal business hours to consult with the General Partner and Trust, the Marketing Agent Distributor, the Custodian, or the Authorized Participant’s custodian or their designees concerning the performance of the Authorized Participant’s 's responsibilities under this Agreement; , provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant reasonably believes (i) is confidential or proprietary in nature nature, or (ii) the disclosure of which to third parties would is in violation of any applicable law or regulation or otherwise prohibited. (b) The Authorized Participant, as a DTC Participant, agrees that it shall be prohibitedbound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus. (c) Notwithstanding the provisions of Section 8(b), the Authorized Participant will maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner with the names and addresses of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner Distributor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Distributor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or federal securities laws or (ii) in lieu thereof, thereof and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Funds or other similar information that the Funds are obligated to deliver to their shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Funds or the Distributor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. . (d) The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Distributor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerDistributor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes purpose except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Funds referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(c) of the this Agreement.

Appears in 1 contract

Samples: Authorized Participant Agreement (Ameristock ETF Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(bany customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (an “Indirect Participant”), or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with the names and addresses of the Participants of such Creation Baskets and Managing Owner written notice indicating the number of Creation Baskets purchased if and to the extent Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (may hold as defined in Section 18) record holder and shall not be used for any purpose other than to satisfy requests the amount of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws such Shares that it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request and with respect to the Trust. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementgross offering proceeds registered under each effective registration statement as provided under the “Plan of Distribution – General” section (or any future equivalent section) of the applicable Prospectus. Such commission may only be charged by a broker-dealer registered as such under the 1934 Act and which is a member of FINRA.

Appears in 1 contract

Samples: Participant Agreement (Invesco DB G10 Currency Harvest Fund)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian Sponsor or the General Partner Transfer Agent in any matter or in any respect. (b) The Authorized Participant will, will make commercially reasonable efforts to the extent reasonably practicable, make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerSponsor, except if prohibited by applicable law and the Authorized Participant will, subject to any limitations, privacy obligations or other obligations arising under federal or state securities laws or other obligations it may have to its customers, will furnish provide the General Partner with Sponsor written notice indicating the names and addresses number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trust. In addition, the Authorized Participant agrees, upon request of the Sponsor, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Sponsor (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Sponsor in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, Participant and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall not use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and purpose except to the extent strictly necessary for to comply with applicable law and regulation. Notwithstanding the Fund foregoing, such names, addresses or other information shall not be deemed to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) be the sole property of the AgreementAuthorized Participant if it is obtained by the Sponsor or the Trust (i) from a source not known by it to be under any obligation of confidentiality to the Authorized Participant, (ii) which was, is or hereafter becomes part of the public domain without any violation of this Agreement on the part of the Trust or the Sponsor, (iii) the names and address and other information are that of Shareholders of the Trust and were independently compiled as a result thereof.

Appears in 1 contract

Samples: Participant Agreement (VanEck Ethereum Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian any Fund or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(bany customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (“Indirect Participant”), or any other Beneficial Owner, the Authorized Participant shall extend to any such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Trust Agreement. (d) The Authorized Participant will maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General PartnerManaging Owner, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner Managing Owner with the names and addresses of the Participants purchasers of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner Managing Owner has been requested to provide such information to a governmental authority or self-regulatory organization having jurisdiction over the Commodities Futures Trading CommissionTrust or the Managing Owner or their activities arising under this Agreement, Securities Exchange Commissionincluding, Financial Industry Regulatory Authoritywithout limitation, the SEC, FINRA, CFTC, NFA or the Internal Revenue Service (the Fund RegulatorsRegulatory Authorities”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 1819) and shall not be used for any purpose other than to satisfy requests of Fund RegulatorsRegulatory Authorities. (de) The Fund Upon reasonable request by the Managing Owner, the Authorized Participant will, subject to any limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, provide the Managing Owner written notice indicating the number of Shares that the Authorized Participant may hold as record holder and the number of such Shares that it holds for the benefit of other broker-dealers that clear and settle transactions in Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trust. In addition, the Trust may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the a Fund or other similar information (“Fund Documents”) to its limited partnersthe Fund’s shareholders. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner Managing Owner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund Trust to comply with such obligations upon written request of the General Partner Managing Owner or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust, the Managing Owner or its designee of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. The General Partner Managing Owner agrees that the names, addresses and other information concerning the Authorized Participant’s Participants customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerManaging Owner, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b7(d) and in this Section 8(c7(e) of the Agreement. (f) The Authorized Participant agrees that, in connection with any sales of the Shares, it will not charge a commission to its customers in excess of one percent (1%) of the gross offering proceeds registered under each effective registration statement as provided under the “Plan of Distribution – Summary of Items of Value Pursuant to FINRA Rule 2310” section of the applicable Fund’s Prospectus. Such commission may only be charged by a broker-dealer registered as such under the Exchange Act and which is a member of FINRA.

Appears in 1 contract

Samples: Authorized Participant Agreement (Market Vectors Commodity Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or the General Partner Sponsor in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the provisions obligations of Section 8(b), the a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with a Prospectus. (d) The Authorized Participant will maintain records of all sales of Creation Baskets made by or through it andagrees, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws it may have to its customers, will furnish or the General Partner with the names and addresses applicable rules of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customersself-regulatory organization, to reasonably assist the General Partner Sponsor in ascertaining certain information regarding sales of Creation Baskets Shares made by or through the Authorized Participant upon request of the Trust or the Sponsor that is necessary for the Fund Trust to comply with such its obligations upon written request of the General Partner to distribute information to its shareholders under applicable state or (ii) in lieu thereof, and at the option of the Authorized Participantfederal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver Fund Documents prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its shareholders to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund Trust or the Sponsor of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, names and addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the extent necessary for the Fund Trust referred to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c7(d) of the this Agreement.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (ProShares Trust II)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian Sponsor or the General Partner Transfer Agent in any matter or in any respect. (b) The Authorized Participant will, will make commercially reasonable efforts to the extent reasonably practicable, make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Sponsor or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(b)any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerSponsor, except if prohibited by applicable law and the Authorized Participant will, subject to any limitations, privacy obligations or other obligations arising under federal or state securities laws or other obligations it may have to its customers, will furnish provide the General Partner with Sponsor written notice indicating the names and addresses number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to the Trust. In addition, the Authorized Participant agrees, upon request of the Sponsor, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Sponsor (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Sponsor in accordance with usual custom and practice in respect of such communications. The General Partner Sponsor agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, Participant and none of the General PartnerSponsor, the Fund Trust or any of their respective affiliates shall not use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and purpose except to the extent strictly necessary for to comply with applicable law and regulation. Notwithstanding the Fund foregoing, such names, addresses or other information shall not be deemed to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) be the sole property of the Agreement.Authorized Participant if it is obtained by the Sponsor or the Trust (i) from a source not known by it to be under any obligation of confidentiality to the Authorized Participant, (ii) which was, is or hereafter becomes part of the public domain without any violation of this Agreement on the part of the Trust or the Sponsor,

Appears in 1 contract

Samples: Participant Agreement (VanEck Bitcoin Trust)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the FundTrust, the Marketing Agent, the Administrator, the Custodian any Fund or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon reasonable request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding With respect to any creation or redemption transaction made by the provisions Authorized Participant pursuant to this Agreement for the benefit of Section 8(bany customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (an “Indirect Participant”), or any other Beneficial Owner, the Authorized Participant will maintain records shall extend to any such party all of the rights, and shall be bound by all sales of Creation Baskets made by the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or through it and, upon in accordance with the Trust Agreement. (d) Upon reasonable request of by the General PartnerManaging Owner, except if prohibited by applicable law and the Authorized Participant will, subject to any privacy obligations or other obligations limitations arising under federal or state securities laws or other obligations it may have to its customers, will furnish provide the General Partner with Managing Owner written notice indicating the names and addresses number of Shares that the Participants of such Creation Baskets Authorized Participant may hold as record holder and the number of Creation Baskets purchased if and to the extent such Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request, with respect to each Fund. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and other communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementgross offering proceeds registered under each effective registration statement as provided under the “Plan of Distribution – General” section of the applicable Prospectus. Such commission may only be charged by a broker-dealer registered as such under the Exchange Act and which is a member of FINRA.

Appears in 1 contract

Samples: Participant Agreement (STREAM S&P Dynamic Roll Global Commodities Fund)

Role of Authorized Participant. (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian Trust or any Fund or the General Partner Managing Owner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, will make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent Managing Owner or its designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided . 5 (c) With respect to any creation or redemption transaction made by the Authorized Participant pursuant to this Agreement for the benefit of any customer or any other DTC Participant or securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Participant (an “Indirect Participant”), or any other Beneficial Owner, the Authorized Participant shall extend to any such party all of the rights, and shall be under no obligation bound by all of the obligations, of a DTC Participant in addition to divulge any obligations that it undertakes hereunder or otherwise discuss any information that in accordance with the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibitedTrust Agreement. (cd) Notwithstanding Upon reasonable request by the provisions of Section 8(b)Managing Owner, the Authorized Participant will maintain records of all sales of Creation Baskets made by or through it andwill, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations or other obligations limitations arising under federal or state securities laws relating to privacy or other obligations it may have to its customers, will furnish provide the General Partner with the names and addresses of the Participants of such Creation Baskets and Managing Owner written notice indicating the number of Creation Baskets purchased if and to the extent Shares that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (may hold as defined in Section 18) record holder and shall not be used for any purpose other than to satisfy requests the amount of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws such Shares that it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary holds for the Fund to comply with such obligations upon written request benefit of the General Partner or (ii) other broker-dealers that clear and settle transactions in lieu thereof, and at the option of Shares through the Authorized Participant, in each case as of the date of such request and with respect to each Fund. In addition, the Authorized Participant agrees, upon request of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or supplements thereto and communications) as may undertake be required to deliver Fund Documents be transmitted to Beneficial Owners pursuant to the Authorized Participant’s customers Trust Agreement or applicable law, provided that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner Managing Owner in accordance with usual custom and practice in respect of such communications. . (e) The General Partner Authorized Participant agrees that the namesthat, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with any sales of the performance Shares, it will not charge a commission to its customers in excess of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(cone percent (1%) of the Agreementgross offering proceeds registered under each effective registration statement as provided under the “Plan of Distribution – General” section (or any future equivalent section) of the applicable Prospectus. Such commission may only be charged by a broker-dealer registered as such under the 1934 Act and which is a member of FINRA.

Appears in 1 contract

Samples: Participant Agreement (Invesco DB Multi-Sector Commodity Trust)

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