EXHIBIT 4.2
EURO CURRENCY TRUST
FORM OF PARTICIPANT AGREEMENT
This Participant Agreement (this "Agreement"), dated as of ________, is entered
into by and between __________ (with respect to this Agreement, the "Authorized
Participant", and with respect to the Trust Agreement referred to below, an
"Authorized Participant"), The Bank of New York, not in its individual capacity
but solely as trustee (the "Trustee") of the Euro Currency Trust (the "Trust"),
and Rydex Specialized Products LLC, as sponsor (the "Sponsor") of the Trust.
SUMMARY
The Trustee serves as the trustee of the Trust pursuant to the Depositary Trust
Agreement dated as of __________, 2005, among the Sponsor, the Trustee, the
registered owners and beneficial owners from time to time of Euro Currency
Shares issued thereunder and all depositors (the "Trust Agreement"). As provided
in the Trust Agreement and described in the Prospectus (defined below), units of
fractional undivided beneficial interests in and ownership of the Trust (the
"Shares") may be created or redeemed by the Trustee for an Authorized
Participant in aggregations of fifty thousand (50,000) Shares (each aggregation,
a "Basket"). Baskets are offered only pursuant to the registration statement of
the Trust on Form S-1, as amended (Registration No: 333-125581), as declared
effective by the Securities and Exchange Commission ("SEC") and as the same may
be amended from time to time thereafter (collectively, the "Registration
Statement") together with the prospectus of the Trust (the "Prospectus")
included therein. Under the Trust Agreement, the Trustee is authorized to issue
Baskets to, and redeem Baskets from, Authorized Participants under the Trust
Agreement, only through the facilities of The Depository Trust Company ("DTC")
or a successor depository, and only in exchange for an amount of euro that is
transferred between such Authorized Participant and the Trust. Under the Trust
Agreement, the Trustee issues Baskets in exchange for euro which are transferred
by an Authorized Participant to the London Branch of JPMorgan Chase Bank, N.A.
(the "Depository"), and when the Trustee redeems Baskets tendered for redemption
by an Authorized Participant in exchange for euro, the euro held in the Trust
Account are transferred to the Authorized Participant by the Depository. The
foregoing euro transfers are also governed by the Deposit Account Agreement the
Trust has entered into with the Depository (the "Deposit Account Agreement").
This Agreement sets forth the specific procedures by which an Authorized
Participant may create or redeem Baskets.
Because new Shares can be created and issued on an ongoing basis, at any point
during the life of the Trust, a "distribution," as such term is used in the
Securities Act of 1933, as amended ("1933 Act"), may be occurring. The
Authorized Participant is cautioned that some of its activities may result in
its being deemed a participant in a distribution in a manner that would render
it a statutory underwriter and subject it to the prospectus-delivery and
liability provisions of the 1933 Act. The Authorized Participant should review
the "Plan of Distribution" portion of the Prospectus and consult with its own
counsel in connection with entering into this Agreement and placing an Order
(defined below).
Capitalized terms used but not defined in this Agreement shall have the meanings
assigned to such terms in the Trust Agreement. To the extent there is a conflict
between any provision of this Agreement and the provisions of the Trust
Agreement, the provisions of the Trust Agreement shall control.
To give effect to the foregoing premises and in consideration of the mutual
covenants and agreements set forth below, the parties hereto agree as follows:
SECTION 1. ORDER PLACEMENT. To place orders for the Trustee to create or redeem
one or more Baskets, Authorized Participants must follow the procedures for
creation and redemption referred to in Section 3 of this Agreement and the
procedures described in Attachment A hereto (the "Procedures"), as each may be
amended, modified or supplemented from time to time.
SECTION 2. STATUS OF AUTHORIZED PARTICIPANT. The Authorized Participant
represents and warrants and covenants the following:
(a) The Authorized Participant is a participant of DTC (as such a
participant, a "DTC Participant"). If the Authorized Participant ceases to
be a DTC Participant, the Authorized Participant shall give immediate
notice to the Trustee of such event, and this Agreement shall terminate
immediately as of the date the Authorized Participant ceased to be a DTC
Participant.
(b) Unless Section 2(c) applies, the Authorized Participant either (i) is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended ("1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), or (ii) is exempt
from being, or otherwise is not required to be, licensed as a broker-dealer
or a member of the NASD, and in either case is qualified to act as a broker
or dealer in the states or other jurisdictions where the nature of its
business so requires. The Authorized Participant will maintain any such
registrations, qualifications and membership in good standing and in full
force and effect throughout the term of this Agreement. The Authorized
Participant will comply with all applicable federal laws, the laws of the
states or other jurisdictions concerned, and the rules and regulations
promulgated thereunder, and with the Constitution, By-Laws and Conduct
Rules of the NASD (if it is a NASD member), and will not offer or sell
Shares in any state or jurisdiction where they may not lawfully be offered
and/or sold.
(c) If the Authorized Participant is offering or selling Shares in
jurisdictions outside the several states, territories and possessions of
the United States and is not otherwise required to be registered, qualified
or a member of the NASD as set forth in Section 2(b) above, the Authorized
Participant will (i) observe the applicable laws of the jurisdiction in
which such offer and/or sale is made, (ii) comply with the prospectus
delivery and other requirements of the 1933 Act, and the regulations
promulgated thereunder, and (iii) conduct its business in accordance with
the NASD Conduct Rules.
(d) The Authorized Participant is in compliance with the money laundering
and related provisions of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT ACT) Act of 2001, and the regulations promulgated thereunder,
if the Authorized Participant is subject to the requirements of the USA
PATRIOT ACT.
(e) The Authorized Participant has the capability to send and receive
communications via authenticated telecommunication facility to and from the
Trustee and the Depository. The Authorized Participant shall confirm such
capability to the satisfaction of the Trustee and the Depository by the end
of the Business Day before placing its first order with the Trustee
(whether such order is to create or to redeem Baskets). If required by the
Depository with respect to authorized telecommunications by telephonic
facsimile, the Authorized Participant shall enter into a separate agreement
with the Depository, as the case may be, indemnifying such party with
respect to its communications by telephonic facsimile, substantially in the
form attached as Exhibit D, as the same may be amended from time to time.
SECTION 3. ORDERS.
(a) All orders to create or redeem Baskets shall be made in accordance with
the terms of the Trust Agreement, the Deposit Account Agreement, this
Agreement and the Procedures. Each party will comply with such foregoing
terms and procedures to the extent applicable to it. The Authorized
Participant hereby consents to the use of recorded telephone lines whether
or not such use is reflected in the Procedures. The Trustee and Sponsor may
issue additional or other procedures from time to time relating to the
manner of creating or redeeming Baskets which are not related to the
Procedures, and the Authorized Participant will comply with such
procedures.
(b) The Authorized Participant acknowledges and agrees that each order to
create a Basket (a "Purchase Order") and each order to redeem a Basket (a
"Redemption Order", and each Purchase Order and Redemption Order, an
"Order") may not be revoked by the Authorized Participant upon its delivery
to the Trustee. A form of Purchase Order is attached hereto as Exhibit B
and a form of Redemption Order is attached hereto as Exhibit C.
(c) The delivery of the Shares against deposits of euro may be suspended
generally, or refused with respect to particular requested deliveries,
during any period when the transfer books of the Trustee are closed or if
any such action is deemed necessary or advisable by the Trustee or the
Sponsor for any reason at any time or from time to time. Except as
otherwise provided in the Trust Agreement, the surrender of Shares for
purposes of withdrawing euro may not be suspended.
SECTION 4. EURO TRANSFERS. Any euro to be transferred in connection with any
Order shall be transferred between the Participant's account and the Deposit
Account in accordance with the Procedures. The Authorized Participant shall be
responsible for all costs and expenses relating to or connected with any
transfer of euro between its account and the Deposit Account, including any late
fees and other charges, if any, for which the Trustee becomes responsible in the
event that euro are not transferred from the Authorized Participant's account in
accordance with the Procedures.
SECTION 5. FEES. In connection with each Order by an Authorized Participant to
create or redeem one or more Baskets, the Trustee shall charge, and the
Authorized Participant shall pay to the Trustee, the transaction fee prescribed
in the Trust Agreement applicable to such creation or redemption. The initial
transaction fee shall be five hundred dollars ($500). The transaction fee may be
waived or otherwise adjusted from time to time as set forth in the Prospectus.
SECTION 6. AUTHORIZED PERSONS. Concurrently with the execution of this Agreement
and from time to time thereafter, the Authorized Participant shall deliver to
the Trustee notarized and duly certified as appropriate by its secretary or
other duly authorized official, a certificate in the form of Exhibit A setting
forth the names and signatures of all persons authorized to give instructions
relating to activity contemplated hereby or by any other notice, request or
instruction given on behalf of the Authorized Participant (each, an "Authorized
Person"). The Trustee may accept and rely upon such certificate as conclusive
evidence of the facts set forth therein and shall consider such certificate to
be in full force and effect until the Trustee receives a superseding certificate
bearing a subsequent date. Upon the termination or revocation of authority of
any Authorized Person by the Authorized Participant, the Authorized Participant
shall give immediate written notice of such fact to the Trustee and such notice
shall be effective upon receipt by the Trustee. The Trustee shall issue to each
Authorized Person a unique personal identification number (the "PIN Number") by
which such Authorized Person shall be identified and by which instructions
issued by the Authorized Participant hereunder shall be authenticated. The PIN
Number shall be kept confidential by the Authorized Participant and shall only
be provided to the Authorized Person. If, after issuance, the Authorized
Person's PIN Number is changed, the new PIN Number shall become effective on a
date mutually agreed upon by the Authorized Participant and the Trustee.
SECTION 7. REDEMPTION. The Authorized Participant represents and warrants that
it will not obtain an Order Number (as described in the Procedures) from the
Trustee for the purpose of redeeming a Basket unless it first ascertains that
(i) it owns outright or has full legal authority and legal and beneficial right
to tender for redemption the Baskets to be redeemed and to receive the entire
proceeds of the redemption, and (ii) such Baskets have not been loaned or
pledged to another party and are not the subject of a repurchase agreement,
securities lending agreement or any other arrangement which would preclude the
delivery of such Baskets to the Trustee on the third Business Day following the
Redemption Order Date.
SECTION 8. ROLE OF AUTHORIZED PARTICIPANT.
(a) The Authorized Participant acknowledges that, for all purposes of this
Agreement and the Trust Agreement, the Authorized Participant is and shall
be deemed to be an independent
contractor and has and shall have no authority to act as agent for the
Trust, the Sponsor, the Trustee or the Depository, in any matter or in any
respect.
(b) The Authorized Participant will make itself and its employees
available, upon request, during normal business hours to consult with the
Trustee, the Depository or their designees concerning the performance of
the Authorized Participant's responsibilities under this Agreement.
(c) The Authorized Participant will maintain records of all sales of Shares
made by or through it and will furnish copies of such records to the
Sponsor upon the reasonable request of the Sponsor.
SECTION 9. INDEMNIFICATION.
(a) The Authorized Participant hereby indemnifies and holds harmless the
Trustee, the Depository, the Trust, the Sponsor, their respective direct or
indirect affiliates (as defined below) and their respective directors,
officers, employees and agents (each, an "AP Indemnified Party") from and
against any losses, liabilities, damages, costs and expenses (including
attorney's fees and the reasonable cost of investigation) incurred by such
AP Indemnified Party as a result of or in connection with: (i) any breach
by the Authorized Participant of any provisions of this Agreement,
including its representations, warranties and covenants; (ii) any failure
on the part of the Authorized Participant to perform any of its obligations
set forth in this Agreement; (iii) any failure by the Authorized
Participant to comply with applicable laws and the rules and regulations of
any governmental entity or any self-regulatory organization; (iv) any
actions of such AP Indemnified Party in reliance upon any instructions
issued in accordance with the Procedures believed by the AP Indemnified
Party to be genuine and to have been given by the Authorized Participant;
or (v) (A) any representation by the Authorized Participant, its employees
or its agents or other representatives about the Shares, any AP Indemnified
Party or the Trust that is not consistent with the Trust's then-current
Prospectus made in connection with the offer or the solicitation of an
offer to buy or sell Shares and (B) any untrue statement or alleged untrue
statement of a material fact contained in any research reports, marketing
material and sales literature described in Section 13(b) or any alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading to the extent that
such statement or omission relates to the Shares, any AP Indemnified Party
or the Trust, unless, in either case, such representation, statement or
omission was made or included by the Authorized Participant at the written
direction of the Sponsor or is based upon any omission or alleged omission
by the Sponsor to state a material fact in connection with such
representation, statement or omission necessary to make such
representation, statement or omission not misleading.
(b) The Sponsor hereby agrees to indemnify and hold harmless the Authorized
Participant, its respective subsidiaries, affiliates, directors, officers,
employees and agents, and each person, if any, who controls such persons
within the meaning of Section 15 of the 1933 Act (each, a "Sponsor
Indemnified Party") from and against any losses, liabilities, damages,
costs and expenses (including attorneys' fees and the reasonable cost of
investigation) incurred by such Sponsor Indemnified Party as a result of
(i) any breach by the Sponsor of any provision of this Agreement that
relates to the Sponsor; (ii) any failure on the part of the Sponsor to
perform any obligation of the Sponsor set forth in this Agreement; (iii)
any failure by the Sponsor to comply with applicable laws; or (iv) any
untrue statement or alleged untrue statement of a material fact contained
in the registration statement of the Trust as originally filed with the SEC
or in any amendment thereof, or in any prospectus, or in any amendment
thereof or supplement thereto, or arising out of or based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
those statements in the Registration Statement or the Prospectus based on
information furnished in writing by or on behalf of the Authorized
Participant expressly for use in the Registration Statement or the
Prospectus.
(c) This Section 9 shall not apply to the extent any such losses,
liabilities, damages, costs and expenses are incurred as a result or in
connection with any gross negligence, bad faith or willful
misconduct on the part of the AP Indemnified Party or the Sponsor
Indemnified Party, as the case may be. The term "affiliate" in this Section
9 shall include, with respect to any person, entity or organization, any
other person, entity or organization which directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with such person, entity or organization.
(d) If the indemnification provided for in this Section 9 is unavailable to
an indemnified party under Sections 9(a) or 9(b) or insufficient to hold an
indemnified party harmless in respect of any losses, liabilities, damages,
costs and expenses referred to therein, then each applicable indemnifying
party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, liabilities, damages, costs and expenses
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Sponsor and the Trust, on the one hand, and by the
Authorized Participant, on the other hand, from the services provided
hereunder or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Sponsor and the Trust, on the one hand, and
of the Authorized Participant, on the other hand, in connection with, to
the extent applicable, the statements or omissions which resulted in such
losses, liabilities, damages, costs and expenses, as well as any other
relevant equitable considerations. The relative benefits received by the
Sponsor and the Trust, on the one hand, and the Authorized Participant, on
the other hand, shall be deemed to be in the same respective proportions as
the amount of euro transferred to the Trust under this Agreement on the one
hand (expressed in dollars) bears to the amount of economic benefit
received by the Authorized Participant in connection with this Agreement on
the other hand. To the extent applicable, the relative fault of the Sponsor
on the one hand and of the Authorized Participant on the other shall be
determined by reference to, among other things, whether the untrue
statement or alleged untrue statement of a material fact or omission or
alleged omission relates to information supplied by the Sponsor or by the
Authorized Participant and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
liabilities, damages, costs and expenses referred to in this Section 9(d)
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating, preparing to
defend or defending any action, suit or proceeding (each a "Proceeding")
related to such losses, liabilities, damages, costs and expenses.
(e) The Sponsor and the Authorized Participant agree that it would not be
just and equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in
Section 9(d) above. The Authorized Participant shall not be required to
contribute any amount in excess of the amount by which the total price at
which the Shares created by the Authorized Participant and distributed to
the public exceeds the amount of any damage which the Authorized
Participant has otherwise been required to pay by reason of such untrue
statement or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the 0000 Xxx) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
(f) The indemnity and contribution agreements contained in this Section 9
shall remain in full force and effect regardless of any investigation made
by or on behalf of the Authorized Participant, its partners, stockholders,
members, directors, officers, employees and or any person (including each
partner, stockholder, member, director, officer or employee of such person)
who controls the Authorized Participant within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of the
Sponsor, its partners, stockholders, members, directors, officers,
employees or any person who controls the Sponsor within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall survive
any termination of this Agreement. The Sponsor and the Authorized
Participant agree promptly to notify each other of the commencement of any
Proceeding against it and, in the case of the Sponsor, against any of the
Sponsor's officers or directors, in connection with the issuance and sale
of the Shares or in connection with the Registration Statement or the
Prospectus.
SECTION 10. LIABILITY.
(a) Limitation of Liability. None of the Sponsor, the Trustee, the
Authorized Participant, and the Depository shall be liable to each other or
to any other person, including any party claiming by, through or on behalf
of the Authorized Participant, for any losses, liabilities, damages, costs
or expenses arising out of any mistake or error in data or other
information provided to any of them by each other or any other person or
out of any interruption or delay in the electronic means of communications
used by them.
(b) Tax Liability. The Authorized Participant shall be responsible for the
payment of any transfer tax, sales or use tax, stamp tax, recording tax,
value added tax and any other similar tax or government charge applicable
to the creation or redemption of any Basket made pursuant to this
Agreement, regardless of whether or not such tax or charge is imposed
directly on the Authorized Participant. To the extent the Trustee, the
Sponsor or the Trust is required by law to pay any such tax or charge, the
Authorized Participant agrees to promptly indemnify such party for any such
payment, together with any applicable penalties, additions to tax or
interest thereon.
SECTION 11. ACKNOWLEDGMENT. The Authorized Participant acknowledges receipt of a
(i) copy of the Trust Agreement and (ii) the current Prospectus of the Trust,
and represents that it has reviewed and understands such documents.
SECTION 12. EFFECTIVENESS AND TERMINATION. Upon the execution of this Agreement
by the parties hereto, this Agreement shall become effective in this form as of
the date first set forth above, and may be terminated at any time by any party
upon thirty (30) days prior written notice to the other parties unless earlier
terminated: (i) in accordance with Section 2(a); (ii) upon notice to the
Authorized Participant by the Trustee in the event of a breach by the Authorized
Participant of this Agreement or the procedures described or incorporated
herein; (iii) immediately in the circumstances described in Section 18(j); or
(iv) at such time as the Trust is terminated pursuant to the Trust Agreement.
SECTION 13. MARKETING MATERIALS; REPRESENTATIONS REGARDING SHARES;
IDENTIFICATION IN REGISTRATION STATEMENT.
(a) The Authorized Participant represents, warrants and covenants that (i),
without the written consent of the Sponsor, the Authorized Participant will
not make, or permit any of its representatives to make, any representations
concerning the Shares or any AP Indemnified Party other than
representations contained (A) in the then-current Prospectus of the Trust,
(B) in printed information approved by the Sponsor as information
supplemental to such Prospectus or (C) in any promotional materials or
sales literature furnished to the Authorized Participant by the Sponsor,
and (ii) the Authorized Participant will not furnish or cause to be
furnished to any person or display or publish any information or material
relating to the Shares, any AP Indemnified Person or the Trust that are not
consistent with the Trust's then current Prospectus. Copies of the then
current Prospectus of the Trust and any such printed supplemental
information will be supplied by the Sponsor to the Authorized Participant
in reasonable quantities upon request.
(b) Notwithstanding the foregoing, the Authorized Participant may without
the written approval of the Sponsor prepare and circulate in the regular
course of its business research reports, marketing material and sales
literature that includes information, opinions or recommendations relating
to the Shares (i) for public dissemination, provided that such research
reports, marketing material or sales literature compare the relative merits
and benefits of Shares with other products; and (ii) for internal use by
the Authorized Participant. The Authorized Participant will file all such
research reports, marketing material and sales literature related to the
Shares with the NASD to the extent required by the NASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate
in the regular course of their businesses, without having to refer to the
Shares or the Trust's then-current Prospectus, data and information
relating to the price of euro.
(d) The Authorized Participant hereby agrees that for the term of this
Agreement the Sponsor may deliver the then-current Prospectus, and any
supplements or amendments thereto or recirculation thereof, to the
Authorized Participant in Portable Document Format ("PDF") via electronic
mail in lieu of delivering the Prospectus in paper form. The Authorized
Participant may revoke the foregoing agreement at any time by delivering
written notice to the Sponsor and, whether or not such agreement is in
effect, the Authorized Participant may, at any time, request reasonable
quantities of the Prospectus, and any supplements or amendments thereto or
recirculation thereof, in paper form from the Sponsor. The Authorized
Participant acknowledges that it has the capability to access, view, save
and print material provided to it in PDF and that it will incur no
appreciable extra costs by receiving the Prospectus in PDF instead of in
paper form. The Sponsor will when requested by the Authorized Participant
make available at no cost the software and technical assistance necessary
to allow the Authorized Participant to access, view and print the PDF
version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant
agrees to be identified as an authorized participant of the Trust (i) in
the section of the Prospectus included within the Registration Statement
entitled "Creation and Redemption of Shares" and in any other section as
may be required by the SEC and (ii) on the Trust's website. Upon the
termination of this Agreement, (i) during the period prior to when the
Sponsor qualifies and elects to file on Form S-3, the Sponsor will remove
such identification from the Prospectus in the amendment of the
Registration Statement next occurring after the date of the termination of
this Agreement and, during the period after when the Sponsor qualifies and
elects to file on Form S-3, the Sponsor will promptly file a current report
on Form 8-K indicating the withdrawal of the Authorized Participant as an
authorized participant of the Trust and (ii) the Sponsor will promptly
update the Trust's website to remove any identification of the Authorized
Participant as an authorized participant of the Trust.
SECTION 14. TITLE TO EURO. The Authorized Participant represents and warrants
that upon delivery of a Creation Basket Deposit to the Trustee in accordance
with the terms of the Trust Agreement and this Agreement, the Trust will acquire
good and unencumbered title to the euro which are the subject of such Creation
Basket Deposit, free and clear of all pledges, security interests, liens,
charges, taxes, assessments, encumbrances, equities, claims, options or
limitations of any kind or nature, fixed or contingent, and not subject to any
adverse claims, including any restriction upon the sale or transfer of all or
any part of such euro which is imposed by any agreement or arrangement entered
into by the Authorized Participant or any party for which it is acting in
connection with a Purchase Order.
SECTION 15. THIRD PARTY BENEFICIARIES. Each AP Indemnified Party, to the extent
it is not a party to this Agreement, is a third-party beneficiary of this
Agreement (each, a "Third Party Beneficiary") and may proceed directly against
the Authorized Participant (including by bringing proceedings against the
Authorized Participant in its own name) to enforce any obligation of the
Authorized Participant under this Agreement which directly or indirectly
benefits such Third Party Beneficiary.
SECTION 16. FORCE MAJEURE. No party to this Agreement shall incur any liability
for any delay in performance, or for the non-performance, of any of its
obligations under this Agreement by reason of any act of God or war or
terrorism, acts and regulations and rules of any governmental or supra national
bodies or authorities or regulatory or self-regulatory organization or failure
of any such body, authority or organization for any reason, to perform its
obligations, or any cause beyond its reasonable control, including, without
limitation, any breakdown, malfunction or failure of transmission in connection
with or other unavailability of any wire, communication or computer facilities,
any transport, port or airport disruption, or any industrial action.
SECTION 17. AMBIGUOUS INSTRUCTIONS. If a Purchase Order Form or a Redemption
Order Form otherwise in good form contains order terms that differ from the
information provided in the telephone call at the time of issuance of the
applicable order number, the Trustee will attempt to contact one of the
Authorized Persons of the Authorized Participant to request confirmation of the
terms of the Order. If an Authorized Person confirms the terms as they appear in
the Order, then the Order will be accepted and processed. If an Authorized
Person contradicts the Order terms, the Order will be deemed invalid, and a
corrected Order must be received by the Trustee. If the Trustee is not able to
contact an Authorized Person, then the Order shall be accepted and processed in
accordance with its terms notwithstanding any inconsistency from the terms of
the telephone information. In the event that an Order contains terms that are
not complete or are illegible, the Order will be deemed invalid and the Trustee
will attempt to contact one of the Authorized Persons of the Authorized
Participant to request retransmission of the Order.
SECTION 18. MISCELLANEOUS.
(a) Amendment and Modification. This Agreement, the Procedures attached as
Attachment A and the Exhibits hereto may be amended, modified or
supplemented by the Trustee and the Sponsor, without consent of any
Authorized Participant from time to time by the following procedure. After
the amendment, modification or supplement has been agreed to, the Trustee
will mail a copy of the proposed amendment, modification or supplement to
the Authorized Participant. For the purposes of this Agreement, mail will
be deemed received by the recipient thereof on the third (3rd) day
following the deposit of such mail into the United States postal system.
Within ten (10) calendar days after its deemed receipt, the amendment,
modification or supplement will become part of this Agreement, the
Attachments or the Exhibits, as the case may be, in accordance with its
terms. If at any time there is any material amendment, modification or
supplement of any Participant Agreement (other than this Agreement), the
Trustee will promptly mail a copy of such amendment, modification or
supplement to the Authorized Participant.
(b) Waiver of Compliance. Any failure of any of the parties to comply with
any obligation, covenant, agreement or condition herein may be waived by
the party entitled to the benefits thereof only by a written instrument
signed by the party granting such waiver, but any such written waiver, or
the failure to insist upon strict compliance with any obligation, covenant,
agreement or condition herein, shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure.
(c) Notices. Except as otherwise specifically provided in this Agreement,
all notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery, by postage
prepaid registered or certified United States first class mail, return
receipt requested, by nationally recognized overnight courier (delivery
confirmation received) or by telex, telegram or telephonic facsimile or
similar means of same day delivery (transmission confirmation received),
with a confirming copy regular mailed, postage prepaid. For avoidance of
doubt, notices may not be given or transmitted by electronic mail. Unless
otherwise notified in writing, all notices to the Trust shall be given or
sent to the Trustee. All notices shall be directed to the address or
telephone or facsimile numbers indicated below the signature line of the
parties on the signature page hereof.
(d) Successors and Assigns. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.
(e) Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party without the prior
written consent of the other parties, except that any entity into which a
party hereto may be merged or converted or with which it may be
consolidated or any entity resulting from any merger, conversion, or
consolidation to which such party hereunder shall be a party, or any entity
succeeding to all or substantially all of the business of the party, shall
be the successor of the party under this Agreement. The party resulting
from any such merger, conversion, consolidation or succession shall notify
the other parties hereto of the change. Any purported assignment in
violation of the provisions hereof shall be null and void.
Notwithstanding the foregoing, this Agreement shall be automatically
assigned to any successor Trustee or Sponsor at such time such successor
qualifies as a successor Trustee or Sponsor under the terms of the Trust
Agreement.
(f) Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York (regardless of the laws that might otherwise govern under applicable
New York conflict of laws principles) as to all matters, including matters
of validity, construction, effect, performance and remedies. Each party
hereto irrevocably consents to the jurisdiction of the courts of the State
of New York and of any federal court located in the Borough of Manhattan in
such State in connection with any action, suit or other proceeding arising
out of or relating to this Agreement or any action taken or omitted
hereunder, and waives any claim of forum non convenient and any objections
as to laying of venue. Each party further waives personal service of any
summons, complaint or other process and agrees that service thereof may be
made by certified or registered mail directed to such party at such party's
address for purposes of notices hereunder. Each party hereby waives its
right to a trial by jury of any claim arising under or in connection with
this Agreement.
(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement, and it shall not be necessary in
making proof of this Agreement as to any party hereto to produce or account
for more than one such counterpart executed and delivered by such party.
(h) Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
(i) Entire Agreement. This Agreement and the Trust Agreement, along with
any other agreement or instrument delivered pursuant to this Agreement and
the Trust Agreement, supersede all prior agreements and understandings
between the parties with respect to the subject matter hereof, provided,
however, that the Authorized Participant shall not be deemed by this
provision to be a party to the Trust Agreement.
(j) Severance. If any provision of this Agreement is held by any court or
any act, regulation, rule or decision of any other governmental or supra
national body or authority or regulatory or self-regulatory organization to
be invalid, illegal or unenforceable for any reason, it shall be invalid,
illegal or unenforceable only to the extent so held and shall not affect
the validity, legality or enforceability of the other provisions of this
Agreement and this Agreement will be construed as if such invalid, illegal,
or unenforceable provision had never been contained herein, unless the
Sponsor determines in its discretion, after consulting with the Trustee,
that the provision of this Agreement that was held invalid, illegal or
unenforceable does affect the validity, legality or enforceability of one
or more other provisions of this Agreement, and that this Agreement should
not be continued without the provision that was held invalid, illegal or
unenforceable, and in that case, upon the Sponsor's notification of the
Trustee of such a determination, this Agreement shall immediately terminate
and the Trustee will so notify the Authorized Participant immediately.
(k) No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any
party.
(l) Survival. Sections 9 (Indemnification) and 15 (Third Party
Beneficiaries) hereof shall survive the termination of this Agreement.
(m) Other Usages. The following usages shall apply in interpreting this
Agreement: (i) references to a governmental or quasigovernmental agency,
authority or instrumentality shall also refer to a
regulatory body that succeeds to the functions of such agency, authority or
instrumentality; and (ii) "including" means "including, but not limited
to."
* * * * * * *
IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the Trustee, on
behalf of the Trust, have caused this Agreement to be executed by their duly
authorized representatives as of the date first set forth above.
THE BANK OF NEW YORK, [NAME OF AUTHORIZED PARTICIPANT]
not in its individual capacity,
but solely as Trustee of the Euro
Currency Trust
By: By:
------------------------------ ------------------------------
Name: Name:
Title Title
Address: Address:
Telephone: Telephone:
Facsimile: Facsimile:
RYDEX SPECIALIZED PRODUCTS LLC,
Sponsor of the Euro Currency Trust
-----------------------------
Name:
Title:
Address:
Telephone:
Facsimile:
EXHIBIT A
EURO CURRENCY TRUST
FORM OF CERTIFIED AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT
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 the Participant Agreement or any other notice, request or
instruction on behalf of the Authorized Participant pursuant to the Euro
Currency Trust Participant Agreement.
Authorized Participant: _______________________
Name: Name:
Title: Title:
Signature: Signature:
Name: Name:
Title: Title:
Signature: Signature:
The undersigned, [name], [title] of [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 pursuant to the Euro Currency Trust
Participant Agreement by and between [Authorized Participant] and the Trustee
and the Sponsor of the Euro Currency Trust, 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] on the date set forth below.
Subscribed and sworn to before me By:
this _________ day of ____________, 20 ___
Name:
Title:
Date:
Notary Public
EXHIBIT B
EURO CURRENCY TRUST
PURCHASE ORDER FORM
THE BANK OF NEW YORK, TRUSTEE
--------------------------------------------------------------------------------
CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone order number: (000) 000-0000 / 000-0000
Fax order number: (000) 000-0000
Depository Instructions (000-000-0000)/SWIFT XXXXXXXX
--------------------------------------------------------------------------------
Participant must complete all items in Part I. The Trustee, in its discretion
may reject any order not submitted in complete form.
I. TO BE COMPLETED BY PARTICIPANT:
Date: ________________________________ Time: _____________________
Broker Name: _________________________ Firm Name: ________________
DTC Participant Number: ________________ Fax Number: _______________
Telephone Number: ____________________
(One Basket = 50,000 FXE Shares)
Number of Baskets Transacted: __________
Order #______________________________ Number written out:_____________
This Purchase Order is subject to the terms and conditions of the Depositary
Trust Agreement of the EURO Currency Trust as currently in effect and the
Participant Agreement between the Authorized Participant, the Trustee and the
Sponsor named therein. All representations and warranties of the Authorized
Participant set forth in such Depositary Trust Agreement and such Participant
Agreement are incorporated herein by reference and are true and accurate as of
the date hereof.
The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the Participant Agreement and that he/she is
authorized to deliver this Purchase Order to the Trustee on behalf of the
Authorized Participant. The Authorized Participant enters into this agreement
based on an estimated Basket Euro Amount disseminated the previous business day
and recognizes the final Basket Euro Amount represented will be decreased based
on the Trust's daily accrual. At the conclusion of the trading day a Final NAV
will be disseminated to all Authorized Participants, and the Basket Euro Amount
required for the Purchase Order entered into on this day will be finalized and
this Purchase Order will serve as a legally binding contract for settlement in 3
business days.
------------------------------------- ----------------------------------------
Date Authorized Person's Signature
II. TO BE COMPLETED BY TRUSTEE:
This certifies that the above order has been:
_________ Accepted by the Trustee
_________ Declined-Reason: _______________________________________________
Final # of EUROs ___________________ Final # of FXE Shares _________
------------------- ------- -----------------------------------
Date Time Authorized Signature of Trustee
EXHIBIT C
EURO CURRENCY TRUST
REDEMPTION ORDER FORM
THE BANK OF NEW YORK, TRUSTEE
--------------------------------------------------------------------------------
CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone order number: (000) 000-0000 / 000-0000
Fax order number: (000) 000-0000
Depository Instructions (000-000-0000)/SWIFT XXXXXXXX
--------------------------------------------------------------------------------
Participant must complete all items in Part I. The Trustee, in its discretion
may reject any order not submitted in complete form.
I. TO BE COMPLETED BY PARTICIPANT:
Date: ________________________________ Time: _____________________
Broker Name: _________________________ Firm Name: ________________
DTC Participant Number: ________________ Fax Number: _______________
Telephone Number: ____________________
(One Basket = 50,000 FXE Shares)
Number of Baskets Surrendered:____________
Order #______________________________ Number written out:_____________
This Redemption Order is subject to the terms and conditions of the Depositary
Trust Agreement of the EURO Currency Trust as currently in effect and the
Participant Agreement between the Authorized Participant, the Trustee and the
Sponsor named therein. All representations and warranties of the Authorized
Participant set forth in such Depositary Trust Agreement and such Participant
Agreement are incorporated herein by reference and are true and accurate as of
the date hereof.
The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the Participant Agreement and that he/she is
authorized to deliver this Redemption Order to the Trustee on behalf of the
Authorized Participant. The Authorized Participant enters into this agreement
based on an estimated Basket Euro Amount disseminated the previous business day
and recognizes the final Basket Euro Amount represented will be decreased based
on the Trust's daily accrual. At the conclusion of the trading day a Final NAV
will be disseminated to all Authorized Participants, and the Basket Euro Amount
required for the Redemption Order entered into on this day will be finalized and
this Redemption Order will serve as a legally binding contract for settlement in
3 business days.
------------------------------------- ----------------------------------------
Date Authorized Person's Signature
II. TO BE COMPLETED BY TRUSTEE:
This certifies that the above order has been:
_________ Accepted by the Trustee
_________ Declined-Reason: _______________________________________________
Final # of EUROs ___________________ Final # of FXE Shares ________
------------------- ------- --------------------------------
Date Time Authorized Signature of Trustee
ATTACHMENT A
FORM OF
EURO CURRENCY TRUST
PARTICIPANT AGREEMENT
CREATION AND REDEMPTION OF EURO CURRENCY SHARES AND RELATED EURO TRANSACTIONS
Scope of Procedures and Overview
These procedures (the "Procedures") describe the processes by which one or more
Baskets of Euro Currency Trust shares (the "Shares") issuable by The Bank of New
York, as trustee (the "Trustee") of the Euro Currency Trust (the "Trust"), may
be purchased or, once Shares have been issued, redeemed by an Authorized
Participant. Shares may be created or redeemed only in blocks of 50,000 Shares
(each such block, a "Basket"). Because the issuance and redemption of Baskets
also involve the transfer of euro between the Authorized Participant and the
Trust, certain processes relating to the underlying euro transfers also are
described.
Under these Procedures, Baskets may be issued only with respect to euro
transferred to and held in the Trust's accounts maintained in London, England by
JPMorgan Chase, N.A., London Branch, as depository (the "Depository").
Capitalized terms used in these Procedures without further definition have the
meanings assigned to them in the Depositary Trust Agreement, dated as of
____________ 2005, between Rydex Specialized Products LLC (the "Sponsor"), the
Trustee, the registered owners and beneficial owners from time to time of Shares
issued thereunder and all depositors (the "Trust Agreement"), or the Participant
Agreement entered into by each Authorized Participant with the Sponsor and the
Trustee.
For purposes of these Procedures, a "Business Day" is defined as any day other
than (i) a Saturday or Sunday or (ii) a day on which the New York Stock Exchange
(the "NYSE") is not open for regular trading at noon New York City time.
Baskets are issued pursuant to the Prospectus, which will be delivered by the
Sponsor to each Authorized Participant prior to its execution of the Participant
Agreement, and are issued and redeemed in accordance with the Trust Agreement
and the Participant Agreement. Baskets may be issued and redeemed on any
Business Day by the Trustee in exchange for euro, which the Trustee receives
from Authorized Participants or transfers to Authorized Participants, in each
case on behalf of the Trust. Authorized Participants will be required to pay a
nonrefundable per order transaction fee of $500 to the Trustee (the "Transaction
Fee").
Authorized Participants and the Trust Transfer Euro and Baskets of Shares.
Upon acceptance of the Participant Agreement by the Sponsor and the Trustee, the
Trustee will assign a personal identification number (a "PIN number") to each
Authorized Person authorized to act for the Authorized Participant. This will
allow the Authorized Participant through its Authorized Person(s) to place
Purchase Order(s) or Redemption Order(s) (together, "Orders") for Baskets.
Important Notes:
o Any Purchase Order is subject to rejection by the Trustee for the
reasons set forth in the Trust Agreement.
o All Orders are subject to the provisions of the Participant Agreement
relating to unclear or ambiguous instructions.
CREATION PROCESS
OVERVIEW
The "Creation Process" portion of these Procedures describes the process by
which an order to purchase one or more Baskets of Shares placed by an Authorized
Participant with the Trustee by 4:00 p.m. New York City ("NYC") time on the
Business Day that is the Order Date under the Trust Agreement ("CREATION T"),
results in the following taking place by 9:30 a.m. New York City time (usually
3:30 p.m. Central European Time ("CET")) on CREATION T+3:
transfer to the Trust of euros in the amount corresponding to the Shares to
be issued, and
transfer to the Authorized Participant's account at The Depository Trust
Company ("DTC") of Shares corresponding to the euros the Participant has
transferred to the Trust.
Important Notes:
Any Purchase Order is subject to rejection by the Trustee for the reasons
set forth in the Trust Agreement.
All Orders are subject to the provisions of the Participant Agreement
relating to unclear or ambiguous instructions.
Incoming telephone calls are queued and will be handled in the sequence
received. Calls placed before the Order Cut-off Time will be processed even
if the call is taken after that time. Accordingly, do not hang up and
redial. Purchase Orders that are placed later than the Order Cut-off Time
will be rejected.
C1 CREATION T (PURCHASE ORDER TRADE DATE)
C1.1 By the Order Cut-off Time (4:00 p.m. NYC time), the Authorized
Participant submits to the Trustee the Authorized Participant's order to create
one or more Baskets of Shares in accordance with the following process (a
"Purchase Order").
C1.1.1 By the Order Cut-off Time, an Authorized Person of the Authorized
Participant calls the Trustee at 000-000-0000 notifying the Trustee that the
Authorized Participant wishes to place a Purchase Order for the Trustee to
create an identified number of Baskets of Shares and requesting that the Trustee
provide an order number. The Authorized Person provides a PIN number as
identification to the Trustee.
C1.1.2 The Trustee will process Purchase Orders initiated by the Authorized
Person's phone call placed before the Order Cut-off Time even though the
remainder of the order process is not completed until after the Order Cut-off
Time.
C1.1.3 Purchase Orders initiated after the Order Cut-off Time will be
rejected.
C1.1.4 During the phone call from the Authorized Person of the Authorized
Participant to initiate a Purchase Order, the Trustee will give an order number
for the Authorized Participant's Purchase Order.
C1.1.5 Within 15 minutes after receiving the Trustee's phone call giving
the order number, the Authorized Participant faxes the Purchase Order to the
Trustee using the Purchase Order Form included as part of the Participant
Agreement.
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C1.1.6 The Purchase Order Form provides, among other things, for the number
of Baskets that the Authorized Participant is ordering and the condition that
the Purchase Order is subject to the Trustee's receipt of the Transaction Fee by
(DTC SPO CHARGE) prior to delivery of the Baskets on CREATION T+3.
C1.1.7 If the Trustee has not received the Purchase Order Form from the
Authorized Participant within 15 minutes after the Authorized Person placed the
phone call to the Trustee, the Trustee places a phone call to the Authorized
Participant to enquire about the status of the order. If the Authorized
Participant does not fax the Purchase Order Form to the Trustee within 15
minutes after the Trustee's phone call, the Authorized Participant's order is
cancelled, but the Authorized Participant will remain liable to the Trustee for
the Transaction Fee.
C1.2 If the Trustee has received the Authorized Participant's Purchase
Order Form on time in accordance with the preceding timing rules, then by 5:00
p.m. NYC time on CREATION T, the Trustee will return to the Participant a copy
of the Purchase Order Form submitted, marking it "Affirmed subject to receipt of
the Transaction Fee prior to delivery of Baskets on CREATION T+3" and
indicating, on a preliminary basis subject to confirmation, the number of euros
the Participant must transfer in exchange for the Basket(s).
C1.3 The Participant ensures that by 3:30 p.m. CET (usually 9:30 a.m. NYC
time) on CREATION T+3 there sufficient euros are wire transferred to the
Depository.
C1.4 NOTES FOR AUTHORIZED PARTICIPANT (CREATION T)
C1.4.1 The Authorized Participant must be a participating member of DTC.
C1.4.2 The Authorized Participant must be able to transfer euros via
(RTGSplus, EBA EURO1or TARGET). SWIFT BIC - XXXXXXXX
C1.4.3 The Authorized Participant must have signed and delivered the
Participant Agreement with the Trustee. The Trustee will accept an Authorized
Participant based on the representations made by the Authorized Participant in
the Participant Agreement. The Trustee will not perform other due diligence or
investigation of Authorized Participants.
C1.4.4 The Authorized Participant must have in place, before a Purchase
Order can be processed, account instructions for euro transfers set up with its
sending financial institution.
C1.4.5 By 3:30 p.m. CET time on CREATION T+3, euros in the amount needed to
acquire the Shares must be standing to the credit of the Trust's account at the
Depository (the "Deposit Account") in order for the Authorized Participant to
receive Shares on CREATION T+3.
C1.4.6 An Authorized Participant may only deliver euros for credit to the
Depository in the following ways (RTGSplus, EBA EURO1 or TARGET) SWIFT BIC -
XXXXXXXX
C1.4.7 Prior to the delivery of the Baskets on CREATION T+3, the Authorized
Participant must accept a DTC SPO Charge for the applicable Transaction Fee from
the Trustee. Purchase Orders for which the Trustee has not received the
Transaction Fee will be cancelled subject to handling pursuant to supplemental
procedures to be issued, but in any event the Authorized Participant will remain
obligated to the Trustee for the Transaction Fee.
C1.5 NOTES FOR TRUSTEE (CREATION T)
C1.5.1 Based on the Purchase Orders placed with it on CREATION T, the
Trustee sends an authenticated electronic message (SWIFT MT210) to the
Depository (by T+1) indicating the approximate total amount of euros by
Authorized Participant that the Depository will receive on CREATION T+3.
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C2 CREATION T+1
C2.1 The Purchase Orders and instructions given on CREATION T are all
pending with the Trustee.
C2.2 The Depository receives the Trustee's message (SWIFT MT210) about the
approximate total amount of euros the Authorized Participant is required to
transfer not later than 3:30 p.m. CET on CREATION T+3.
C3 CREATION T+2
C3.1 After calculation of the Euro Basket Amount, on CREATION T+2 the
Trustee notifies the Authorized Participant of the final amount of euro that
must be deposited in the Deposit Account not later than 3:30 p.m. CET on
CREATION T+3 for creation of the Baskets on that day.
C4 CREATION T+3
C4.1 By 3:30 p.m. CET (usually 9:30 a.m. NYC time), the Depository has
received each Authorized Participant's wire transfer of euros in the Deposit
Account.
C4.2 As of 3:30 p.m. CET time, the Depository notifies the Trustee that the
relevant amount(s) of euros has been transferred into the Deposit Account by an
authenticated electronic message (SWIFT MT910)
C4.3 Prior to the delivery of the Baskets on CREATION T+3, the Trustee must
have received the Transaction Fee from the Authorized Participant. (SPO/DTC)
C4.4 At 11:00 a.m. NYC time, following receipt of the notice from the
Depository confirming the transfer of the relevant amount(s) of euros to the
Deposit Account, the Trustee authorizes the creation and issuance of the Baskets
ordered by each Authorized Participant on CREATION T for which the Trustee has
received confirmation from the Depository of receipt of the relevant amount(s)
of euros.
C4.5 By 11:00 a.m. NYC time, following receipt of the notice from the
Depository confirming the transfer of the relevant amount(s) of euros to the
Deposit Account, the Trustee notifies its transfer agent service desk that it
has authorized the creation and issuance of Baskets in the number specified, and
to increase the number of Shares outstanding accordingly. By 11:00 a.m. NYC
time, following receipt of the notice from the Trustee that it has authorized
the creation and issuance of Shares in the number specified, the Trustee's
transfer agent service desk increases the number of Shares outstanding, and
notifies the Trustee and the Trustee's DTC operations desk that an increased
number of Shares is now outstanding and available for release in accordance with
the Trustee's instructions.
C4.6 By 11:00 a.m. NYC time, following receipt of notice from the Trustee's
transfer agent service desk that the number of Shares now outstanding has been
increased, the Trustee notifies its DTC operations desk to release the increased
number of Shares through DTC to the DTC participant accounts of the Authorized
Participants scheduled to receive Baskets on CREATION T+3 for whom the Trustee
has received confirmation from the Depository that euros in the relevant
amount(s) have been received into the Deposit Account.
C4.7 Overnight as of the close of business (usually 3:30 p.m. CET time) on
CREATION T+3, the Depository makes appropriate entries in its books and records
to reflect the the creation.
C4.8 Overnight after the close of business (usually 3:30 p.m. CET time) on
CREATION T+3, the Depository Euros system updates account records, recording the
movements of euros in the Deposit Account and providing updated balances in the
affected accounts as of the close of business (usually 3:30 p.m. CET time) on
CREATION T+3.
A-4
C4.9 Overnight after the close of business (usually 3:30 p.m. CET time) on
CREATION T+3, the Depository Euros system automatically generates authenticated
electronic messages constituting a statement of the activity affecting the
Deposit Account (SWIFT MT940 or SWIFT MT950), (received only by the Trustee).
REDEMPTION PROCESS
OVERVIEW
The "Redemption Process" portion of these Procedures describes the process
by which an order to redeem one or more Baskets of Shares placed by an
Authorized Participant with the Trustee by 4:00 p.m. NYC time on the Business
Day that is the Order Date under the Trust Agreement ("REDEMPTION T"), results
in the following taking place by 3:30 p.m. CET (usually 9:30 a.m. NYC time) on
REDEMPTION T+3:
the transfer to the Trustee's account at DTC and withdrawal of the
Authorized Participant's Shares corresponding to euros in the relevant
amount(s) that the Trust is to transfer to the Authorized Participant by
credit wire ( RTGSplus, EBA EURO1 or TARGET ); corresponding to the Shares
delivered for redemption.
Important Notes:
All Orders are subject to the provisions of the Participant Agreement
relating to unclear or ambiguous instructions.
Incoming telephone calls are queued and will be handled in the sequence
received. Calls placed before the Order Cut-off Time will be processed even
if the call is taken after that time. Accordingly, do not hang up and
redial. Redemption Orders that are placed later than the Order Cut-off Time
will be rejected.
R1 REDEMPTION T (REDEMPTION ORDER TRADE DATE)
R1.1 By the Order-Cut-off Time (4:00 p.m. NYC time), the Authorized
Participant places an order to redeem Shares with the Trustee in accordance with
the following process (such order, a "Redemption Order").
R1.1.1 By the Order Cut-off Time, an Authorized Person of the Authorized
Participant calls the Trustee at 000-000-0000 notifying the Trustee that the
Participant wishes to place a Redemption Order for the Trustee to redeem an
identified number of Baskets of Shares and requesting that the Trustee provide
an order number. The Authorized Person provides a PIN number as identification
to the Trustee.
R1.1.2 The Trustee will process the Redemption Order(s) initiated by the
Authorized Person's phone call placed before the Order Cut-off Time even though
the remainder of the order process is not completed until after the Order
Cut-off Time.
R1.1.3 Redemption Orders initiated after the Order Cut-off Time are
rejected.
R1.1.4 During the phone call from the Authorized Person of the Authorized
Participant to initiate a Redemption Order, the Trustee will give an order
number for the Authorized Participant's Redemption Order.
R1.1.5 Within 15 minutes after the phone call initiating the Redemption
Order, the Authorized Participant faxes the Redemption Order to the Trustee
using the Redemption Order Form included as part of the Participant Agreement.
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R1.1.6 The Redemption Order Form provides, among other things, for the
number of Redemption Baskets that the Authorized Participant is redeeming and
the condition that the Redemption Order is subject to Trustee's receipt of the
Transaction Fee by SPO/DTC prior to the delivery of the euros in the relevant
amount(s) on REDEMPTION T+3.
R1.1.7 If the Trustee has not received the Redemption Order Form from the
Authorized Participant within 15 minutes after the Authorized Person placed the
phone call to the Trustee, the Trustee places a phone call to the Authorized
Participant to enquire about the status of the order. If the Authorized
Participant does not fax the Redemption Order Form to the Trustee within 15
minutes after the Trustee's phone call, the Authorized Participant's order is
cancelled, but the Authorized Participant will remain liable to the Trustee for
the Transaction Fee.
R1.2 If the Trustee has received back the Authorized Participant's
Redemption Order Form on time in accordance with the preceding timing rules,
then by 5:00 p.m. NYC time on REDEMPTION T, the Trustee will return to the
Authorized Participant a copy of the Redemption Order Form submitted, marking it
"Affirmed subject to receipt of Transaction Fee prior to delivery of the euros
on REDEMPTION T+3" and indicating, on a preliminary basis subject to
confirmation, the number of euro the Participant will receive upon redemption of
the indicated Basket(s) of Shares.
R1.3 For each Redemption Order, the Trustee sends an authenticated
electronic message (SWIFT MT202 or MT103plus) to the Depository indicating the
amount of euros to transfer from the Deposit Account by wire (RTGSplus, EBA
EURO1 or TARGET) to the Authorized Participant's designated account by 3:30 p.m.
CET (usually 9:30 a.m. NYC time) on REDEMPTION T+3.
R1.4 NOTES FOR TRUSTEE AND DEPOSITORY (REDEMPTION T)
R1.4.1 The Trustee will prepare an authenticated electronic message (SWIFT
MT202 or MT103plus) containing instructions on REDEMPTION T specifying
REDEMPTION T+3 as the date on which the instructions will be executed.
R1.4.2 The Trustee will only deliver the authenticated electronic message
(SWIFT MT202 or MT103plus) to the Depository on T+3 after confirming the
Trustee's receipt of Shares from the Authorized Participant through DTC.
R2 REDEMPTION T+1
R2.1 Redemption orders and related instructions are in process.
R2.2 The Depository receives the authenticated electronic message (SWIFT)
or e-mail from the Trustee notifying the Depository of the approximate
amount of euros needed for each Authorized Participant on REDEMPTION T+3.
R3 REDEMPTION T+2
R3.1 After calculation of the Euro Basket Amount, on REDEMPTION T+2 the
Trustee notifies the Authorized Participant of the final amount of euros
the Authorized Participant will receive upon redemption of the Basket(s) on
Redemption T+3.
R4 REDEMPTION T+3
R4.1 Prior to the delivery of euros on REDEMPTION T+3, the Trustee must
have received the Transaction Fee from the Authorized Participant (SPO/DTC).
R4.2 By 3:30 p.m. CET (usually 9:30 a.m. NYC time), the Authorized
Participant delivers free to the Trustee's participant account at DTC (#TBD) the
Shares to be redeemed. The Authorized
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Participant telephones the Trustee's DTC operations desk [phone number] to
expect the Authorized Participant's Shares through DTC.
R4.2.1 By 3:30 p.m. CET (usually 9:30 a.m. NYC time), the Trustee's DTC
operations desk notifies the Trustee whether the Shares of the redeeming
Authorized Participant have been received into the Trustee's participant account
at DTC.
R4.2.2 By 3:30 p.m. CET (usually 9:30 a.m. NYC time), if the Shares of the
redeeming Authorized Participant have been received into the Trustee's
participant account at DTC, the Trustee's DTC operations desk accepts the Shares
to be redeemed, notifies the Trustee that the Trustee has received the
Authorized Participant's Shares and identifies the Authorized Participant from
whom the Shares have been received.
R4.2.3 By 3:30 p.m. CET (usually 9:30 a.m. NYC time), if the Shares of a
redeeming Authorized Participant have not been received into the Trustee's
participant account at DTC, the Trustee's operations desk notifies the Trustee
that the Trustee has not received the Shares from the Authorized Participant,
and identifies the Authorized Participant from whom Shares have not been
received.
R4.3 By 3:30 p.m. CET (usually 9:30 a.m. NYC time), in relation to the
Authorized Participants from whom the Trustee has received Shares, the Trustee
sends an authenticated electronic message (SWIFT MT202 or MT103plus) to the
Depository directing the Depository to transfer euros in the relevant amount(s)
to the Authorized Participant's designated account by wire (RTGSplus, EBA EURO1
or TARGET).
R4.4 As of 3:30 p.m. CET time(usually 9:30 a.m. NYC time), following the
receipt of the authenticated confirmatory electronic message from the Trustee,
the Depository executes the instructions from the Trustee to wire euros in the
relevant amount(s) from the Trust Account and to transfer euros in the relevant
amount(s) to the Authorized Participant's designated account.
R4.4.1 By DTC free delivery cut-off time (usually 2:00 p.m. NYC time), the
Trustee's DTC operations desk instructs the Trustee's transfer agent services
desk to cancel Shares received for redemption.
R4.4.2 By DTC free delivery cut-off time (usually 2:00 p.m. NYC time), the
Trustee's transfer agent services desk cancels the Authorized Participant's
Shares received for redemption and reduces the numbers of the Shares
outstanding.
R4.5 Overnight as of the close of business (usually 3:30 p.m. CET) on
REDEMPTION T+3, the Depository makes the appropriate entries in its books and
records to reflect the redemptions.
R4.6 Overnight after the close of business (usually 3:30 p.m. CET) on
REDEMPTION T+3, the Depository Euros system updates its account records,
recording the movements of euros in the Deposit Account and providing updated
balances in the affected accounts as of the close of business (usually 3:30 p.m.
CET) on REDEMPTION T+3.
R4.7 Overnight after the close of business (usually 3:30 p.m. CET) on
REDEMPTION T+3, the Depository Euros system automatically generates an
authenticated electronic message (SWIFT MT140 or Swift MT950) constituting a
statement of the activity affecting the Deposit Account (received only by the
Trustee).
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