STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Title: Signature: Name: Title: Signature: Name: Title: Signature: The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trust, Teucrium Trading, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that: 1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof: (a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus; (b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus; (c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement; (d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction; (e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
Appears in 2 contracts
Samples: Authorized Purchaser Agreement (Teucrium Commodity Trust), Authorized Purchaser Agreement (Teucrium Commodity Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex V hereto contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. ANNEX II – PART C TO AUTHORIZED PARTICIPANT AGREEMENT FOR XXXXXXX XXXXX ETF TRUST FORM OF PURCHASE/REDEMPTION ORDER To be completed by the Transfer Agent with each Purchase Order or Redemption Order:
1. Name of Transfer Agent:
2. Name of Authorized Participant: PIN Number of Authorized Person:
3. Type of Order (check one): ¨ Purchase (Creation) ¨ Redemption Amount (Creation Units): Amount Written Out:
4. Confirmation Number: Authorized Signature* Time and Date To be completed by the Authorized Participant with each Purchase Order or Redemption Order: The undersigned, as an Authorized Person for the Authorized Participant, hereby certifies that: ¨ the order terms above are complete and accurate, and that the Authorized Participant accepts and approves this order, OR ¨ the order terms above are incorrect and the Authorized Participant accepts and approves this order corrected as follows and subject to review and countersignature below by the Transfer Agent: Authorized Signature* Time and Date To be completed by the Transfer Agent if the Authorized Participant has indicated a correction above: The undersigned has reviewed the correction(s) indicated above and accepts and approves this corrected order on behalf of the Transfer Agent. Authorized Signature* Time and Date * Signatures may be conformed if this document is transmitted by electronic mail by the authorized signatory. ANY PURCHASE ORDER REMAINS SUBJECT TO REJECTION BY THE DISTRIBUTOR OR THE TRUST FOR ANY REASON AS DESCRIBED IN THE SECTION 3 OF ANNEX II. ANNEX III – PART A TO AUTHORIZED PARTICIPANT AGREEMENT FOR XXXXXXX SACHS ETF TRUST FORM OF LIST OF CERTIFIED AUTHORIZED PERSONS OF THE AUTHORIZED PARTICIPANT The following are the names, titles, signatures , phone numbers, and email addresses of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Authorized Participant Agreement for Xxxxxxx Xxxxx ETF Trust (the “Agreement”) or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the Agreement. Authorized Participant: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Date: Certified By: Name: Title: ANNEX III- PART B TO AUTHORIZED PARTICIPANT AGREEMENT FOR XXXXXXX SACHS ETF TRUST [On AP’s Firm Letterhead] [DATE] The Bank of New York Mellon Attn: ETF Services [ ] New York, NY [ ] Re: Addendum to the Certificate of Authorized Persons for [Name of AP] under the Authorized Participant Agreement for the Xxxxxxx Xxxxx ETF Trust (the “Agreement”) Ladies and Gentlemen: Pursuant to the Agreement, following are the names, titles, signatures, phone numbers, and email addresses of additional Authorized Persons (as defined in the Agreement) of [Name of AP] (the “AP”) authorized to give instructions relating to any activity contemplated by the Agreement or any other notice, request or instruction on behalf of the AP pursuant to the Agreement. This list of Authorized Persons is an addendum and adds Authorized Persons to the AP’s most recently executed certificate (entitled “Certified Authorized Persons of the Authorized Participant, Xxxxxxx Sachs ETF Trust”) preceding the date set forth above. Name: Name: Title: Signature: Phone: Email: Title: Signature: Phone: Email: Name: Name: Title: Signature: Phone: Email: Title: Signature: Phone: Email: Please provide PIN numbers for those listed above. Very truly yours, ANNEX IV TO AUTHORIZED PARTICIPANT AGREEMENT FOR XXXXXXX XXXXX ETF TRUST INTERNATIONAL FUND SUBCUSTODIAN ACCOUNTS FOR DELIVERY OF DEPOSIT SECURITIES The Subcustodian accounts into which an AP should deposit the securities constituting the Deposit Securities of each International Fund of Xxxxxxx Sachs ETF Trust are set forth below: [Name of Fund] Account Name: Account Number: Other Reference Number: [Name of Fund] Account Name: Account Number: Other Reference Number: [Name of Fund] Account Name: Account Number: Other Reference Number: [Name of Fund] Account Name: Account Number: Other Reference Number: [Name of Fund] Account Name: Account Number: Other Reference Number: ANNEX V TO AUTHORIZED PARTICIPANT AGREEMENT FOR XXXXXXX XXXXX ETF TRUST THE AP ACCOUNTS FOR DELIVERY OF DEPOSIT SECURITIES The accounts into which Teucrium Commodity Xxxxxxx Sachs ETF Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Name of AP: Account Name: Account Number: Other Reference Number: The following are ANNEX VI TO AUTHORIZED PARTICIPANT AGREEMENT FOR XXXXXXX XXXXX ETF TRUST ORDER ENTRY SYSTEM TERMS AND CONDITIONS This Annex shall govern use by an Authorized Participant of the nameselectronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the “System”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Authorized Participant Agreement (the “AP Agreement”). In the event of any conflict between the terms of this Annex VI and the main body of the AP Agreement with respect to the placing of Purchase Orders and Redemption Orders, titles and signatures the terms of all persons this Annex VI shall control.
(each a) Authorized Participant shall provide to the Transfer Agent a duly executed authorization letter, in a form satisfactory to Transfer Agent, identifying those Authorized Persons who will access the System. Authorized Participant shall notify the Transfer Agent promptly in writing, including, but not limited to, by electronic mail, in the event that any person’s status as an “Authorized Person is revoked or terminated, in order to give the Transfer Agent a reasonable opportunity to terminate such Authorized Person”) authorized ’s access to give instructions relating the System. The Transfer Agent shall promptly revoke access of such Authorized Person to any activity contemplated the electronic entry systems through which Purchase Orders and Redemption are submitted by this Agreement or any other notice, request or instruction such person on behalf of the Authorized Participant.
(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the purpose of the AP pursuant to this Agreement. Title: Signature: Name: Title: Signature: Name: Title: Signature: The undersignedUpon termination of the AP Agreement, [name]the Authorized Participant’s and each Authorized Person’s access rights with respect to System shall be immediately revoked.
2. Transfer Agent grants to Authorized Participant a personal, [title]nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with Transfer Agent in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business purposes. Except as set forth herein, [company], does hereby certify that the persons listed above have been duly elected no license or right of any kind is granted to Authorized Participant with respect to the offices set forth beneath their names, System. Authorized Participant acknowledges that they presently hold such offices, that they Transfer Agent and its suppliers retain and have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant title and exclusive proprietary rights to the Agreement System. Authorized Participant further acknowledges that all or a part of the System may be copyrighted or trademarked (or a registration or claim made therefor) by and between Teucrium Commodity TrustTransfer Agent or its suppliers. Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may not copy, Teucrium Tradingdistribute, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereofsell, lease or provide, directly or indirectly, the undersigned has hereby set his/her hand and System or any portion thereof to any other person or entity without Transfer Agent’s prior written consent. Authorized Participant may not remove any statutory copyright notice or other notice included in the seal System. Authorized Participant shall reproduce any such notice on any reproduction of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) any portion of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by System and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:shall add any statutory copyright notice or other notice upon Transfer Agent’s request.
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and Authorized Participant acknowledges that any statutes, regulations, contracts user manuals or other documents documentation (whether in hard copy or electronic form) (collectively, the “Material”), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of Transfer Agent. Authorized Participant shall keep the Material confidential by using the same care and discretion that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation Authorized Participant uses with respect to its own confidential property and trade secrets, but in no event less than reasonable care. Authorized Participant may make such copies of the Material as is reasonably necessary for Authorized Participant to use the System and shall reproduce Transfer Agent’s proprietary markings on any statement contained such copy. The foregoing shall not in any way be deemed to affect the Registration Statement copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. TRANSFER AGENT AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Upon termination of the Agreement for any Prospectus reason, Authorized Participant shall return to Transfer Agent all copies of the Material which is in reliance upon Authorized Participant ’s possession or under its control.
4. Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and in conformity with control of the user IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent of Transfer Agent. Transfer Agent shall be entitled to rely on the information concerning received by it from the Authorized Purchaser Participant and furnished in writing Transfer Agent may assume that all such information was transmitted by or on behalf of an Authorized Person regardless of by whom it was actually transmitted, unless the Authorized Purchaser to Participant shall have notified the Sponsor expressly for Transfer Agent a reasonable time prior that such person is not an Authorized Person.
5. Transfer Agent shall have no liability in connection with the use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliverSystem, the Baskets access granted to the Authorized Purchaser Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant hereunder, except for damages incurred by the Authorized Participant as described a direct result of Transfer Agent’s negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL TRANSFER AGENT OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO THE AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY THE AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF TRANSFER AGENT OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL TRANSFER AGENT OR ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSON’S REASONABLE CONTROL.
6. Transfer Agent reserves the right to revoke Authorized Participant’s access to the System, with written notice, upon any breach by the Authorized Participant of the terms and conditions of this Annex VI.
7. Transfer Agent shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated through the System, and in the Prospectus;
(c) the Sponsor has been duly organized absence of such acknowledgment Transfer Agent shall not be liable for any failure to act in accordance with such orders and is validly existing as a limited liability company Authorized Participant may not claim that such Purchase Order or Redemption Order was received by Transfer Agent. Transfer Agent may in good standing under the laws of the State of Delawareits discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by Transfer Agent in sufficient time for Transfer Agent to act upon, or in accordance with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;instructions or communications.
Appears in 1 contract
Samples: Authorized Participant Agreement
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. EXHIBIT B — PART C TO AUTHORIZED PURCHASER AGREEMENT FOR [ ] THE AP ACCOUNTS FOR DELIVERY OF DEPOSIT SECURITIES The accounts into which Teucrium Commodity Trust [ ] should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Name of AP: Account Name: Account Number: Other Reference Number: Exhibit B – Page 35 EXHIBIT C TO AUTHORIZED PURCHASER AGREEMENT FOR [ ] FORM OF CERTIFIED AUTHORIZED PERSONS OF THE AUTHORIZED PURCHASER The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Title: Signature: Name: Title: Signature: Name: Title: Signature: The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trust[ ], Teucrium TradingBitwise Investment Advisers, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Date: _________________ ___________________ [name, title] EXHIBIT D TO AUTHORIZED PURCHASER AGREEMENT FOR [ ] OFFICER’S CERTIFICATE The undersigned, a duly authorized officer of Teucrium TradingBitwise Investment Advisers, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust [ ] Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust [ ] and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent Distributor to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
Appears in 1 contract
Samples: Trust Agreement
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Title: Signature: Name: Title: Signature: Name: Title: Signature: The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between between., _______________________ as Marketing Agent, Teucrium Commodity Trust, Teucrium Trading, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d13(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
Appears in 1 contract
Samples: Authorized Purchaser Agreement (Teucrium Commodity Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex IV hereto contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The following are the names, titles, signatures , phone numbers, and email addresses of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Authorized Participant Agreement for Reality Shares ETF Trust (the “Agreement”) or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the Agreement. Authorized Participant: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Date: Certified By: Name: Title: The Bank of New York Mellon Attn: ETF Services [ ] New York, NY [ ] Re: Addendum to the Certificate of Authorized Persons for [Name of AP] under the Authorized Participant Agreement for the Reality Shares ETF Trust (the “Agreement”) Ladies and Gentlemen: Pursuant to the Agreement, following are the names, titles, signatures, phone numbers, and email addresses of additional Authorized Persons (as defined in the Agreement) of [Name of AP] (the “AP”) authorized to give instructions relating to any activity contemplated by the Agreement or any other notice, request or instruction on behalf of the AP pursuant to the Agreement. This list of Authorized Persons is an addendum and adds Authorized Persons to the AP’s most recently executed certificate (entitled “Certified Authorized Persons of the Authorized Participant, Reality Shares ETF Trust”) preceding the date set forth above. Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Please provide PIN numbers for those listed above. Very truly yours, The Subcustodian accounts into which Teucrium Commodity an AP should deposit the securities constituting the Deposit Securities of each International Fund of Reality Shares ETF Trust are set forth below: The account(s) into which Reality Shares ETF Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Name of AP: Account Name: Account Number: Other Reference Number: The following are This Annex shall govern use by an Authorized Participant of the nameselectronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the “System”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Authorized Participant Agreement (the “AP Agreement”). In the event of any conflict between the terms of this Annex VI and the main body of the AP Agreement with respect to the placing of Purchase Orders and Redemption Orders, titles and signatures the terms of all persons this Annex VI shall control.
(each a) Authorized Participant shall provide to the Transfer Agent a duly executed authorization letter, in a form satisfactory to Transfer Agent, identifying those Authorized Persons who will access the System. Authorized Participant shall notify the Transfer Agent promptly in writing, including, but not limited to, by electronic mail, in the event that any person’s status as an “Authorized Person is revoked or terminated, in order to give the Transfer Agent a reasonable opportunity to terminate such Authorized Person”) authorized ’s access to give instructions relating the System. The Transfer Agent shall promptly revoke access of such Authorized Person to any activity contemplated the electronic entry systems through which Purchase Orders and Redemption are submitted by this Agreement or any other notice, request or instruction such person on behalf of the Authorized Participant.
(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the purpose of the AP pursuant to this Agreement. Title: Signature: Name: Title: Signature: Name: Title: Signature: The undersignedUpon termination of the AP Agreement, [name]the Authorized Participant ’s and each Authorized Person’s access rights with respect to System shall be immediately revoked.
2. Transfer Agent grants to Authorized Participant a personal, [title]nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with Transfer Agent in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business purposes. Except as set forth herein, [company], does hereby certify that the persons listed above have been duly elected no license or right of any kind is granted to Authorized Participant with respect to the offices set forth beneath their names, System. Authorized Participant acknowledges that they presently hold such offices, that they Transfer Agent and its suppliers retain and have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant title and exclusive proprietary rights to the Agreement System. Authorized Participant further acknowledges that all or a part of the System may be copyrighted or trademarked (or a registration or claim made therefor) by and between Teucrium Commodity TrustTransfer Agent or its suppliers. Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may not copy, Teucrium Tradingdistribute, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereofsell, lease or provide, directly or indirectly, the undersigned has hereby set his/her hand and System or any portion thereof to any other person or entity without Transfer Agent’s prior written consent. Authorized Participant may not remove any statutory copyright notice or other notice included in the seal System. Authorized Participant shall reproduce any such notice on any reproduction of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) any portion of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by System and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:shall add any statutory copyright notice or other notice upon Transfer Agent’s request.
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and Authorized Participant acknowledges that any statutes, regulations, contracts user manuals or other documents documentation (whether in hard copy or electronic form) (collectively, the “Material”), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of Transfer Agent. Authorized Participant shall keep the Material confidential by using the same care and discretion that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation Authorized Participant uses with respect to its own confidential property and trade secrets, but in no event less than reasonable care. Authorized Participant may make such copies of the Material as is reasonably necessary for Authorized Participant to use the System and shall reproduce Transfer Agent’s proprietary markings on any statement contained such copy. The foregoing shall not in any way be deemed to affect the Registration Statement copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. TRANSFER AGENT AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Upon termination of the Agreement for any Prospectus reason, Authorized Participant shall return to Transfer Agent all copies of the Material which is in reliance upon Authorized Participant ’s possession or under its control.
4. Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and in conformity with control of the user IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent of Transfer Agent. Transfer Agent shall be entitled to rely on the information concerning received by it from the Authorized Purchaser Participant and furnished in writing Transfer Agent may assume that all such information was transmitted by or on behalf of an Authorized Person regardless of by whom it was actually transmitted, unless the Authorized Purchaser to Participant shall have notified the Sponsor expressly for Transfer Agent a reasonable time prior that such person is not an Authorized Person.
5. Transfer Agent shall have no liability in connection with the use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliverSystem, the Baskets access granted to the Authorized Purchaser Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant hereunder, except for damages incurred by the Authorized Participant as described a direct result of Transfer Agent’s negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL TRANSFER AGENT OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO THE AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY THE AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF TRANSFER AGENT OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL TRANSFER AGENT OR ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSON’S REASONABLE CONTROL.
6. Transfer Agent reserves the right to revoke Authorized Participant ’s access to the System, with written notice, upon any breach by the Authorized Participant of the terms and conditions of this Annex VI.
7. Transfer Agent shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated through the System, and in the Prospectus;
(c) the Sponsor has been duly organized absence of such acknowledgment Transfer Agent shall not be liable for any failure to act in accordance with such orders and is validly existing as a limited liability company Authorized Participant may not claim that such Purchase Order or Redemption Order was received by Transfer Agent. Transfer Agent may in good standing under the laws of the State of Delawareits discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by Transfer Agent in sufficient time for Transfer Agent to act upon, or in accordance with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;instructions or communications.
Appears in 1 contract
Samples: Authorized Participant Agreement (Reality Shares ETF Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex IV hereto contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”") authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Title: Signature: NameEmail Address: Telephone Number: Title: Signature: NameEmail Address: Telephone Number: Title: Signature: Email Address: Telephone Number: The undersigned, [nameName], [titleTitle], [companyAP Firm], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution Institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity among Infusive US Trust, Teucrium TradingALPS Distributors, LLC as Distributor and _______________[AP Firm], dated ________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereofWitness Whereof, the undersigned has hereby set his/her hand and the seal of [companyAP Firm]. DateBy: ______Title: The accounts into which the ___________ ___________________ [nameFunds, title] The undersigned, a duly authorized officer Inc. should deposit the securities constituting the Deposit Securities of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series upon redemption by the AP are set forth below: Name of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;AP: Account Name: Account Number: Other Reference Number:
Appears in 1 contract
Samples: Authorized Participant Agreement (Infusive US Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex V hereto contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order.
1. Name of Transfer Agent:
2. Name of Authorized Participant: PIN Number of Authorized Person:
3. Type of Order (check one): ¨ Purchase (Creation) ¨ Redemption Amount (Creation Units): Amount Written Out:
4. Confirmation Number: Authorized Signature* Time and Date The accounts into which Teucrium Commodity Trust should deposit undersigned, as an Authorized Person for the securities constituting Authorized Participant, hereby certifies that: ¨ the Deposit Securities of each Fund upon redemption order terms above are complete and accurate, and that the Authorized Participant accepts and approves this order, OR ¨ the order terms above are incorrect and the Authorized Participant accepts and approves this order corrected as follows and subject to review and countersignature below by the AP are set forth belowTransfer Agent: Account Name: Account Number: Other Reference Number: Authorized Signature* Time and Date The undersigned has reviewed the correction(s) indicated above and accepts and approves this corrected order on behalf of the Transfer Agent. Authorized Signature* Time and Date * Signatures may be conformed if this document is transmitted by electronic mail by the authorized signatory. The following are the names, titles titles, signatures , phone numbers, and signatures email addresses of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Authorized Participant Agreement for Xxxxxxx Xxxxx ETF Trust (the “Agreement”) or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the Agreement. Authorized Participant: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Name: Name: Title: Title: Signature: Signature: Phone: Phone: Email: Email: Date: Certified By: Name: Title: The Bank of New York Mellon Attn: ETF Services [ ] New York, NY [ ] Re: Addendum to the Certificate of Authorized Persons for [Name of AP] under the Authorized Participant Agreement for the Xxxxxxx Xxxxx ETF Trust (the “Agreement”) Ladies and Gentlemen: Pursuant to the Agreement, following are the names, titles, signatures, phone numbers, and email addresses of additional Authorized Persons (as defined in the Agreement) of [Name of AP] (the “AP”) authorized to give instructions relating to any activity contemplated by the Agreement or any other notice, request or instruction on behalf of the AP pursuant to this the Agreement. Title: SignatureThis list of Authorized Persons is an addendum and adds Authorized Persons to the AP’s most recently executed certificate (entitled “Certified Authorized Persons of the Authorized Participant, Xxxxxxx Sachs ETF Trust”) preceding the date set forth above. Name: Name: Title: Signature: Phone: Email: Title: Signature: Phone: Email: Name: Name: Title: Signature: The undersigned, [name], [title], [company], does hereby certify that the persons Phone: Email: Title: Signature: Phone: Email: Please provide PIN numbers for those listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trust, Teucrium Trading, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signaturesabove. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;Very truly yours,
Appears in 1 contract
Samples: Authorized Participant Agreement (Goldman Sachs ETF Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex VI hereto contains the AP’s Participant's Standing Redemption Instructions, which include includes information identifying the account(s) into which Deposit Securities of each Fund Index Series and any other redemption proceeds should be delivered by the Trust Fund pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth belowANNEX III FOREIGN FUND, INC. FORM OF IRREVOCABLE PURCHASE ORDER CONTACT INFORMATION FOR PURCHASE ORDER EXECUTION Telephone Purchase Order Number: Account (800) 810-WEBS Business Number: (000) 000-0000 Facsimile Number: (000) 000-0000 ALL ITEMS IN PART I MUST BE COMPLETED BY THE PARTICIPANT. THE DISTRIBUTOR, IN ITS DISCRETION, MAY REJECT ANY PURCHASE ORDER NOT SUBMITTED IN PROPER FORM. SEE THE FUND'S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION.
I. TO BE COMPLETED BY PARTICIPANT Date: ______________ Time: ______________ Participant Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Title: Signature: Name: Title: Signature: Name: Title: Signature: The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trust, Teucrium Trading, LLC and _____________________________________ as AP dated [date] Telephone Number: _____________________________________ Facsimile Number: _____________________________________ Authorized Person: ____________________________________ PIN Number (assigned by Distributor): _________________ Standard Instructions For Delivering Custodian(s) YES NO (If 'NO' attach listing) ARRANGEMENTS FOR DELIVERY OF CASH COMPONENT: The undersigned Participant has arranged for delivery to the Custodian of funds equal, at a minimum, to the Cash Component, the purchase transaction fee and that their signatures the additional variable charge for cash purchases (when, in the sole discretion of the Fund, cash purchases are available or specified) with respect to the above Purchase Order. The delivery of the Cash Component and the applicable purchase transaction fee to the Custodian are set forth above are their own true and genuine signatures. In witness whereof, on the undersigned has hereby set his/her hand and the seal of [company]. Datefollowing page: Wire Transfer: Other: __________________ __________________ (Originating Bank) _____________________ _____________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(dAccount) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________ _, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], ____________________ (“the Authorized Purchaser”Reference Number), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
Appears in 1 contract
Samples: Authorized Participant Agreement (Foreign Fund Inc)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex V hereto contains the AP’s 's Standing Redemption Instructions, which include includes information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust Company pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”") authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ The undersigned, [nameName], [titleTitle], [companyAP Firm], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution Institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity among IndexIQ ETF Trust, Teucrium TradingALPS Distributors, LLC as Distributor and [AP Firm], dated ________ and that their signatures set forth above are their own true and genuine signatures. In Witness Whereof, the undersigned has hereby set his/her hand and the seal of [AP Firm]. Date: ___________ By: ___________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. DateTitle: _________________ ___________________ [nameThe accounts into which the ___________ Funds, title] The undersigned, a duly authorized officer Inc. should deposit the securities constituting the Deposit Securities of Teucrium Trading, LLC, a Delaware limited liability company (each Fund upon redemption by the “Sponsor”), and pursuant to Section 15(d) AP are set forth below: Name of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of AP: __________________ Account Name: ____, ______________ Account Number: __________________ Other Reference Number: __________________ This Annex shall govern use by Authorized Participant of the electronic order entry system for placing Purchase Orders and among Redemption Orders for Shares (the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“System”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Authorized PurchaserParticipant Agreement (the “AP Agreement”), hereby certifies that:
1. Each In the event of any conflict between the terms of this Annex V and the main body of the following representations AP Agreement with respect to the placing of Purchase Orders and warranties Redemption Orders, the terms of the Sponsor is true and correct in all material respects as of the date hereof:this Annex V shall control.
(a) Authorized Participant shall provide to the Prospectus does not contain an untrue statement of Transfer Agent a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinduly executed authorization letter, in light of a form satisfactory to Transfer Agent, identifying those Authorized Persons who will access the circumstances under which they were made, not misleading; System. Authorized Participant shall notify the Registration Statement complies Transfer Agent in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described writing in the Registration Statement event that any person’s status as an Authorized Person is revoked or terminated as soon as possible, in order to give the Prospectus or Transfer Agent a reasonable opportunity to be filed as exhibits terminate such Authorized Person’s access to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;System.
(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the Trust has been duly formed and is validly existing as a statutory trust under the laws purpose of the State AP Agreement. Upon termination of Delaware the AP Agreement, the Authorized Participant’s and each Fund has been duly established Authorized Person’s access rights with respect to System shall be immediately revoked.
2. Transfer Agent grants to Authorized Participant a personal, nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with Transfer Agent in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business purposes. Except as set forth herein, no license or right of any kind is granted to Authorized Participant with respect to the System. Authorized Participant acknowledges that Transfer Agent and its suppliers retain and have title and exclusive proprietary rights to the System. Authorized Participant further acknowledges that all or a series part of the TrustSystem may be copyrighted or trademarked (or a registration or claim made therefor) by Transfer Agent or its suppliers. Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may not copy, as described distribute, sell, lease or provide, directly or indirectly, the System or any portion thereof to any other person or entity without Transfer Agent’s prior written consent. Authorized Participant may not remove any statutory copyright notice or other notice included in the Registration Statement System. Authorized Participant shall reproduce any such notice on any reproduction of any portion of the System and the Prospectus, and as described shall add any statutory copyright notice or other notice upon Transfer Agent’s request.
(a) Authorized Participant acknowledges that any user manuals or other documentation (whether in the Prospectus, and is authorized to issue and deliver, hard copy or to instruct the Marketing Agent to issue and deliverelectronic form) (collectively, the Baskets “Material”), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of Transfer Agent. Authorized Purchaser Participant shall keep the Material confidential by using the same care and discretion that Authorized Participant uses with respect to its own confidential property and trade secrets, but in no event less than reasonable care. Authorized Participant may make such copies of the Material as described is reasonably necessary for Authorized Participant to use the System and shall reproduce Transfer Agent’s proprietary markings on any such copy. The foregoing shall not in any way be deemed to affect the Prospectus;copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. TRANSFER AGENT AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(cb) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws Upon termination of the State Agreement for any reason, Authorized Participant shall return to Transfer Agent all copies of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and Material which is in good standing in each jurisdiction where the conduct of Authorized Participant’s possession or under its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;control.
Appears in 1 contract
Samples: Authorized Participant Agreement (IndexIQ ETF Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex V hereto contains the AP’s 's Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity ________________________ ETF Trust should deposit the securities constituting consisting the Deposit Securities Instruments of each Fund upon redemption by the AP are set forth below: Name of AP: ___________________ Account Name: ___________________ Account Number: ___________________ Other Reference Number: __________________ The following are the names, titles and signatures of all persons (each an “"Authorized Person”") authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Name: Xxxx Xxxx Title: Director Telephone: 000-000-0000 Email: xxxxx@xxxxxx.xxx Signature: /s/ Xxxx Xxxx Name: Xxxxx Xxxx Title: OPS Telephone: 000-000-0000 Email: xxxxxx@xxxxxx.xxx Signature: /s/ Xxxxx Xxxx Name: Xxxxxxx Xxxxx Title: Trader Telephone: 000-000-0000 Email: xxxxxxx@xxxxxx.xxx Signature: /s/ Xxxxxxx Xxxxx The undersigned, [name]Xxxxx Xxxx, [title]COO, [company]Cantor Xxxxxxxxxx & Company, does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trustbetween, Teucrium TradingSPINNAKER Distributors, LLC Inc., as Distributor, Spinnaker and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Name: /s/ Xxxxx Xxxx Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company 8/9/17 CONTACT INFORMATION FOR ORDER EXECUTION: Telephone Order Desk: (the “Sponsor”), and pursuant to Section 15(d718) of the Teucrium Commodity Trust Authorized Purchaser Agreement 315 – 7500 Facsimile Number: (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
732) 667 – 9478 Participant must complete all items in Part 1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinThe Distributor and/or Transfer Agent, in light of the circumstances under which they were made, their discretion may reject any order not misleading; the Registration Statement complies submitted in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;complete form.
Appears in 1 contract
Samples: Authorized Participant Agreement (Spinnaker ETF Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex V hereto contains the AP’s 's Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity ________________________ ETF Trust should deposit the securities constituting consisting the Deposit Securities Instruments of each Fund upon redemption by the AP are set forth below: Name of AP: ___________________ Account Name: ___________________ Account Number: ___________________ Other Reference Number: __________________ The following are the names, titles and signatures of all persons (each an “"Authorized Person”") authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Name: ____________________ Title: ____________________ Telephone: ____________________ Email: ____________________ Signature: ____________________ Name: ____________________ Title: ____________________ Telephone: ____________________ Email: ____________________ Signature: ____________________ Name: ____________________ Title: ____________________ Telephone: ____________________ Email: ____________________ Signature: ____________________ The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trustbetween, Teucrium TradingSPINNAKER Distributors, LLC Inc., as Distributor, Spinnaker and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. DateName: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], ___________ Date: _________________________________ CONTACT INFORMATION FOR ORDER EXECUTION: Telephone Order Desk: (“the Authorized Purchaser”), hereby certifies that:
718) 315 – 7500 Facsimile Number: (732) 667 – 9478 Participant must complete all items in Part 1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinThe Distributor and/or Transfer Agent, in light of the circumstances under which they were made, their discretion may reject any order not misleading; the Registration Statement complies submitted in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;complete form.
Appears in 1 contract
Samples: Authorized Participant Agreement (Spinnaker ETF Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trust, Teucrium Trading, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
Appears in 1 contract
Samples: Authorized Purchaser Agreement (Teucrium Commodity Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B Annex V hereto contains the AP’s 's Standing Redemption Instructions, which include includes information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust Company pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”") authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ The undersigned, [nameName], [titleTitle], [companyAP Firm], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution Institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity among IndexIQ Active ETF Trust, Teucrium TradingALPS Distributors, LLC as Distributor and [AP Firm], dated ________ and that their signatures set forth above are their own true and genuine signatures. In Witness Whereof, the undersigned has hereby set his/her hand and the seal of [AP Firm]. Date: ___________ By: ___________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. DateTitle: _________________ ___________________ [nameThe accounts into which the ___________ Funds, title] The undersigned, a duly authorized officer Inc. should deposit the securities constituting the Deposit Securities of Teucrium Trading, LLC, a Delaware limited liability company (each Fund upon redemption by the “Sponsor”), and pursuant to Section 15(d) AP are set forth below: Name of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of AP: __________________ Account Name: ____, ______________ Account Number: __________________ Other Reference Number: __________________ This Annex shall govern use by Authorized Participant of the electronic order entry system for placing Purchase Orders and among Redemption Orders for Shares (the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“System”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Authorized PurchaserParticipant Agreement (the “AP Agreement”), hereby certifies that:
1. Each In the event of any conflict between the terms of this Annex V and the main body of the following representations AP Agreement with respect to the placing of Purchase Orders and warranties Redemption Orders, the terms of the Sponsor is true and correct in all material respects as of the date hereof:this Annex V shall control.
(a) Authorized Participant shall provide to the Prospectus does not contain an untrue statement of Transfer Agent a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinduly executed authorization letter, in light a form satisfactory to Transfer Agent, identifying those Authorized Persons who will access the System. Authorized Participant shall notify the Transfer Agent in writing in the event that any person’s status as an Authorized Person is revoked or terminated as soon as possible, in order to give the Transfer Agent a reasonable opportunity to terminate such Authorized Person’s access to the System.
(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the purpose of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements AP Agreement. Upon termination of the 1933 Act AP Agreement, the Authorized Participant’s and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation each Authorized Person’s access rights with respect to System shall be immediately revoked.
2. Transfer Agent grants to Authorized Participant a personal, nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with Transfer Agent in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business purposes. Except as set forth herein, no license or right of any statement contained kind is granted to Authorized Participant with respect to the System. Authorized Participant acknowledges that Transfer Agent and its suppliers retain and have title and exclusive proprietary rights to the System. Authorized Participant further acknowledges that all or a part of the System may be copyrighted or trademarked (or a registration or claim made therefor) by Transfer Agent or its suppliers. Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may not copy, distribute, sell, lease or provide, directly or indirectly, the System or any portion thereof to any other person or entity without Transfer Agent’s prior written consent. Authorized Participant may not remove any statutory copyright notice or other notice included in the Registration Statement System. Authorized Participant shall reproduce any such notice on any reproduction of any portion of the System and shall add any statutory copyright notice or other notice upon Transfer Agent’s request.
(a) Authorized Participant acknowledges that any Prospectus user manuals or other documentation (whether in reliance upon hard copy or electronic form) (collectively, the “Material”), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of Transfer Agent. Authorized Participant shall keep the Material confidential by using the same care and discretion that Authorized Participant uses with respect to its own confidential property and trade secrets, but in conformity with no event less than reasonable care. Authorized Participant may make such copies of the Material as is reasonably necessary for Authorized Participant to use the System and shall reproduce Transfer Agent’s proprietary markings on any such copy. The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. TRANSFER AGENT AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Upon termination of the Agreement for any reason, Authorized Participant shall return to Transfer Agent all copies of the Material which is in Authorized Participant’s possession or under its control.
3. Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and control of the user IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent of Transfer Agent. Transfer Agent shall be entitled to rely on the information concerning received by it from the Authorized Purchaser Participant and furnished in writing Transfer Agent may assume that all such information was transmitted by or on behalf of an Authorized Person regardless of by whom it was actually transmitted.
4. Transfer Agent shall have no liability in connection with the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliverSystem, the Baskets access granted to the Authorized Purchaser Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant hereunder, except for damages incurred by the Authorized Participant as described a direct result of Transfer Agent’s gross negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL TRANSFER AGENT OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF TRANSFER AGENT OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL TRANSFER AGENT OR ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSON'S REASONABLE CONTROL.
5. Transfer Agent reserves the right to revoke Authorized Participant’s access to the System immediately and without notice upon any breach by the Authorized Participant of the terms and conditions of this Annex V.
6. Transfer Agent shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated through the System, and in the Prospectus;absence of such acknowledgment Transfer Agent shall not be liable for any failure to act in accordance with such orders and Authorized Participant may not claim that such Purchase Order or Redemption Order was received by Transfer Agent. Transfer Agent may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by Transfer Agent in sufficient time for Transfer Agent to act upon, or in accordance with such instructions or communications.
(c) 7. Authorized Participant agrees to use reasonable efforts to prevent the Sponsor has been duly organized transmission through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and is validly existing as a limited liability company in good standing under agrees not to use any device, software, or routine to interfere or attempt to interfere with the laws proper working of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;Systems.
Appears in 1 contract
Samples: Authorized Participant Agreement (IndexIQ Active ETF Trust)
STANDING REDEMPTION INSTRUCTIONS. Part C to this Exhibit B contains the AP’s Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order. The accounts into which Teucrium Commodity Trust should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below: Account Name: Account Number: Other Reference Number: The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the AP pursuant to this Agreement. Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ Name: __________________ Title: __________________ Signature: __________________ The undersigned, [name], [title], [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons of this institution in its capacity as an AP pursuant to the Agreement by and between Teucrium Commodity Trust, Teucrium Trading, LLC and _______________________ as AP dated [date] and that their signatures set forth above are their own true and genuine signatures. In witness whereof, the undersigned has hereby set his/her hand and the seal of [company]. Date: _________________ ___________________ [name, title] The undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated as of _____________________, by and among the Sponsor, Teucrium Commodity Trust and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies that:
1. Each of the following representations and warranties of the Sponsor is true and correct in all material respects as of the date hereof:
(a) the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies in all material respects with the requirements of the 1933 Act and the Prospectus complies in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized Purchaser and furnished in writing by or on behalf of the Authorized Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus;
(b) the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware and each Fund has been duly established as a series of the Trust, as described in the Registration Statement and the Prospectus, and as described in the Prospectus, and is authorized to issue and deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to the Authorized Purchaser as described in the Prospectus;
(c) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;
(d) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;
(e) the outstanding Shares have been duly and validly issued and are fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
Appears in 1 contract
Samples: Authorized Purchaser Agreement (Teucrium Commodity Trust)
