Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day. b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time): (i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or (ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I. c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time). d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms. e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap. f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order. g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place: (i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and (ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable. ▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order. i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues. j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification. k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 6 contracts
Sources: Authorized Participant Agreement, Authorized Participant Agreement (Etfs Silver Trust), Authorized Participant Agreement (ETFS Precious Metals Basket Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇w▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order DateSettlement Date for that Purchase Order. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket TrustSilver, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket TrustGold, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum abrdn Silver ETF Trust, the ETFS abrdn Gold ETF Trust, the abrdn Platinum ETF Trust, the abrdn Palladium ETF Trust and the ETFS abrdn Precious Metals Basket ETF Trust, no later than 3:00 p.m. 10:00 a.m. (London time) on the second Business Day following the Order Settlement Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized ParticipantSettlement Date, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase OrderSettlement Date, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two one (21) Business Days Day following receipt of such notice to correct such failure. If such failure is not cured within such two one (21) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 5 contracts
Sources: Authorized Participant Agreement (Abrdn Silver ETF Trust), Authorized Participant Agreement (Abrdn Precious Metals Basket ETF Trust), Authorized Participant Agreement (Abrdn Palladium ETF Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇w▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS abrdn Silver ETF Trust and the ETFS abrdn Precious Metals Basket ETF Trust, (ii) loco London with respect to Gold for the ETFS abrdn Precious Metals Basket ETF Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS abrdn Gold ETF Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS abrdn Platinum ETF Trust, the ETFS abrdn Palladium ETF Trust and the ETFS abrdn Precious Metals Basket ETF Trust, no later than 3:00 p.m. 10:00 a.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 5 contracts
Sources: Authorized Participant Agreement (Abrdn Palladium ETF Trust), Authorized Participant Agreement (Abrdn Silver ETF Trust), Authorized Participant Agreement (Abrdn Platinum ETF Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust, the ETFS Precious Metals Basket Trust and the ETFS Precious White Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals Basket Trust, and (v) loco Singapore or loco London with respect to Gold for the ETFS Asian Gold Trust, , no later than 3:00 p.m. 11:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and the ETFS Asian Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Bullion required to be made pursuant to Section 2.02e. has not been noted as deposited in the Trustee’s Custodial Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the second Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Bullion, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 9:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 3 contracts
Sources: Authorized Participant Agreement (Etfs Palladium Trust), Authorized Participant Agreement (ETFS White Metals Basket Trust), Authorized Participant Agreement (ETFS Asian Gold Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. (a) An Authorized Participants Participant wishing to acquire from the Trustee Trust one or more Baskets (such Authorized Participant, a “Purchasing Authorized Participant”) shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) Processing Agent on any an Eligible Business Day. Purchase Orders received by the Trustee Processing Agent prior to the Order Cut-Off Time on an Eligible Business Day shall have the date of such Eligible Business Day as the “Order Date”. Purchase Orders received by the Processing Agent on or after the Order Cutoff Cut-Off Time on an Eligible Business Day, on a Business Day other than an Eligible Business Day, or on a day other than a Business Day, shall be considered received at the opening of business on the next Eligible Business Day and shall have as their Order Date the date of such next Eligible Business Day.
b. (b) For purposes of Section 2.02a. paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee Processing Agent only when either each of the following has occurred no later than 3:59:59 p.m. (New York time):occurred:
(i) Telephone/fax Order — An Authorized Representative of the Purchasing Authorized Participant shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee Processing Agent that the such Purchasing Authorized Participant wishes to place a Purchase Order for a specified number of Baskets (the “Requested Baskets”); and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee
(ii) The Processing Agent shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian)sent, via facsimile or electronic mail message, an affirmation to the Purchasing Authorized Participant that a copy Purchase Order for a specified number of Baskets has been received by the Processing Agent from an Authorized Representative for such Purchasing Authorized Participant’s account.
(c) With respect to each Requested Basket specified in a Purchase Order, the Purchasing Authorized Participant shall deposit with the Settlement Agent in immediately available funds the corresponding Deposit Amount not later than 6:00 p.m. (New York time) of the corresponding Purchase next Business Day following the Order endorsed “Accepted” Date or by the Trustee and indicating end of such later Business Day, not to exceed three Business Days after the Basket Amount that Order Date, as agreed to between the Authorized Participant shall Deliver and the Settlement Agent when the Purchase Order is placed, and give notice of such deposit to the Custodian Settlement Agent via facsimile or electronic mail message. The Settlement Agent shall confirm receipt of such Deposit Amount to the Purchasing Authorized Participant via facsimile or electronic mail message. A Purchase Order shall be deemed automatically cancelled if the Settlement Agent has not received the corresponding Deposit Amount in immediately available funds on a timely basis, as described in this paragraph.
(d) The Sponsor shall have the absolute right to reject any Purchase Order including, without limitation, (i) Purchase Orders that the Processing Agent has determined are not in proper form, (ii) Purchase Orders that the Sponsor has determined would have adverse tax or other consequences to the Trust or to the owners of Shares, (iii) Purchase Orders the acceptance of which would, in the opinion of counsel to the Sponsor result in a violation of law, (iv) Purchase Orders in respect of each Basketwhich the Settlement Agent has not received in immediately available funds the corresponding Deposit Amount by 6:00 p.m. (New York time) of the next Business Day following the Order Date or by the end of such later Business Day, not to exceed three Business Days after the Order Date, as agreed to between the Authorized Participant and the Settlement Agent when the Purchase Order is placed, or (v) Purchase Orders received during any period in which circumstances make transactions in, or settlement or Delivery of, Shares or components of the Portfolio impossible or impractical. None of the Sponsor, the Processing Agent, the Trust or any of their agents shall be liable to any person for rejecting a Purchase Order.
(e) The Sponsor may suspend the creation of Baskets, or postpone the Issue Date of a Purchase Order, for as long as it considers necessary for any reason. None of the Sponsor, the Processing Agent, the Trust or any of their agents will be liable to any person for such suspension or postponement.
(f) Prior to the transmission by the Processing Agent via facsimile or electronic mail message of the Trustee’s confirmation of acceptance as specified abovethereof, a Purchase Order will only represent the Purchasing Authorized Participant’s unilateral offer to deposit Bullion purchase the Required Baskets specified in exchange for Baskets of Shares such Purchase Order and will have no binding effect upon the Trust Trust, the Processing Agent or any other party. Following Upon the transmission Settlement Agent’s receipt of the Trustee’s acceptance as specified above, aggregate Deposit Amount corresponding to a Purchase Order will be a binding agreement among as provided in paragraph “(c)” above, the Trust and Purchasing Authorized Participant’s offer to purchase the Authorized Participant for the creation and purchase of Required Baskets of Shares and the deposit of Bullion pursuant to the terms of the specified in such Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant become irrevocable.
(with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. g) By 11:00 a.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost Issue Date of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the Requested Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for specified in such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant Order and Deliver them by credit to the account at DTC which the Purchasing Authorized Participant shall have identified for such purpose in its written instructions to the Settlement Agent, together with immediately available funds in an amount equal to the positive difference, if any, between (1) the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order and (2) the sum of (x) the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order, and (y) the Transaction Fee applicable to such Purchase Order (without, for the avoidance of doubt, any interest on any such amount), provided that, if the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order does not suffice to cover the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order together with the Transaction Fee applicable to such Purchase Order, the Trust shall issue Shares as set forth above if, and only if, by 11:00 a.m. (New York time) on the Business Day following the date on which all Issue Date of the conditions set forth in clauses such Purchase Order:
(i) the Settlement Agent has received from the Purchasing Authorized Participant in immediately available funds cash in an amount per Requested Basket equal to the positive difference between (1) the sum of (x) the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order and (y) the Transaction Fee applicable to such Purchase Order, and (2) the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order; and
(ii) of Section 2.02g. above shall any other conditions to the issuance under the Trust Agreement have been met. satisfied.
(h) In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Issue Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited a Purchasing Authorized Participant (such Purchasing Authorized Participant, a “Defaulting Authorized Participant”) has failed to deposit with the required Settlement Agent the amount of Bullion described in compliance with the provisions of section 2.02e. sub-clause “(g)(i)” above, the Trustee shall send to Trust may, in consultation with the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two Sponsor:
(2i) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send by sending via fax or electronic mail message notice of such cancellation to the Purchasing Authorized Participant, liquidate any trading positions entered into by the Trust in connection with such Purchase Order and transfer to the Defaulting Authorized Participant, in full repayment of the aggregate Deposit Amount deposited by such Defaulting Authorized Participant and in respect of all Requested Baskets specified in such Purchase Order, the Custodianlower of (1) the proceeds of such liquidation, and (2) the aggregate Deposit Amount deposited by such Defaulting Authorized Participant will be solely responsible in respect of all Requested Baskets specified in such Purchase Order (without, for all costs incurred by the avoidance of doubt, any interest thereon), in either case net of (x) the Transaction Fee applicable to such Purchase Order and (y) such additional amounts as the Trust, in consultation with the Trustee Sponsor, may deem appropriate to compensate the Trust for all damages, costs and expenses (including brokerage fees and commissions) incurred in connection with such Purchase Order; or
(ii) take such other action as the Trust, in consultation with the Sponsor, may deem necessary or appropriate under the Custodian related circumstances, it being understood and agreed that in making a decision regarding any such other action the Trust and the Sponsor shall be required to take into account the cancelled Orderbest interests of the Trust and its shareholders only and shall have no duty to ameliorate or mitigate any damages of the Defaulting Authorized Participant.
i. The foregoing provisions notwithstanding(i) In all other cases, neither the Trustee nor Trust shall issue the Custodian shall be liable for any failure or delay aggregate number of Requested Shares specified in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, Deliver them by credit to the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during account at DTC which the inability Purchasing Authorized Participant shall have identified for such purpose in written instructions to perform continuesthe Settlement Agent on the Business Day on which the conditions set forth in clauses “(g)(i)” and “(g)(ii)” above shall have been met.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 3 contracts
Sources: Authorized Participant Agreement (Managed Emerging Markets Trust), Authorized Participant Agreement (Managed Emerging Markets Trust), Authorized Participant Agreement (Managed Emerging Markets Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery delivery of Paired Shares of a specified Trust each Fund shall take place only in integral numbers of Baskets in compliance with the following rules:
a. (a) Authorized Participants wishing to acquire from the Trustee such Fund one or more Baskets shall place a Purchase Order with the Trustee Transfer Agent no later than 3:59:59 p.m. (New York time) the Order Cut-Off Time for such Fund on any Business Day. Purchase Orders received by the Trustee Transfer Agent on or after the Order Cutoff Cut-Off Time for such Fund on a any Business Day shall be considered deemed received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. (b) For purposes of Section 2.02a. paragraph (a) above, a Purchase Order shall be deemed “received” by the Trustee Transfer Agent only when either of the following has occurred no later than 3:59:59 p.m. (New York time):one second before the Order Cut-Off Time:
(i) Telephone/fax Fax Order — – An Authorized Representative shall have placed a telephone call to the TrusteeTransfer Agent’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee Transfer Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and requesting the Transfer Agent provide an order number (an “Order Number”), which the Transfer Agent shall provide, and, in the case of a telephone order, within 15 minutes one hour following such telephone call call, the Trustee Transfer Agent shall have received received, via facsimile or electronic mail message, a properly duly completed, irrevocable Purchase Order in including the form set out in Annex I to these Procedures Order Number previously provided by the Transfer Agent and executed by an Authorized Representative of such Authorized Participant, via facsimile at or (ii) Web-based Order – An Authorized Representative shall have placed such Purchase Order through the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. Transfer Agent’s online services (New York time▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/fundconnect/inv/).
d. As soon as reasonably practicable following (c) Upon receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such valid Purchase Order, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Custodian)submitting such Purchase Order, via facsimile or electronic mail message, a copy of the corresponding such Purchase Order endorsed with the word “Accepted” by the Trustee and indicating Sponsor no later than 6:00 p.m. (New York time) on the Basket date the Transfer Agent receives such acceptance from the Sponsor. Such Purchase Order shall indicate:
(i) the aggregate Cash Amount that the Authorized Participant shall Deliver deliver to the Custodian in respect Fund as consideration for the Basket(s) subject to the Purchase Order;
(ii) the Transaction Fee due to the applicable Fund’s custodian; and
(iii) the number of each BasketBasket(s) and number of Up Shares and Down Shares of the Fund to be issued under the Purchase Order. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the submitting Authorized Participant’s unilateral offer to deposit Bullion the aggregate Cash Amount in exchange for Baskets of Shares and will have no binding effect upon the Trust Trust, any Fund, the Sponsor, the Transfer Agent or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant Person.
(with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not d) No later than 5:30 p.m. 12:00 noon (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second third Business Day following the Order Date corresponding to a for the Purchase OrderOrder (“T+3”), or on such earlier date and time as the Trustee Sponsor in its absolute sole discretion may agree with the Authorized Participantagree, the Trustee submitting Authorized Participant shall deliver the aggregate Cash Amount set forth in the acceptance of the Purchase Order to the account of the Fund via either (1) the Continuous Net Settlement (“CNS”) clearing process of National Securities Clearing Corporation (“NSCC”), as such processes have been enhanced to effect creations and redemptions of Baskets, or (2) the facilities of DTC on a Delivery Versus Payment (“DVP”) basis.
(e) On T+3, or on such earlier date and time as the Sponsor in its sole discretion may agree, simultaneously with receipt of the aggregate Cash Amount, the Fund shall issue the aggregate number of Paired Shares corresponding to the Baskets ordered by Basket(s) subject to the Authorized Participant accepted Purchase Order and Deliver deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, ; provided that, by 11:00 a.m. (New York time) on the date prior to such issuance and Delivery is to take placedelivery:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the submitting Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in applicable Fund’s custodian the amount of US$500, if applicable.Transaction Fee; and
▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above any other conditions to the issuance under the Trust Agreement shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Ordersatisfied.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 2 contracts
Sources: Authorized Participant Agreement (AccuShares Commodities Trust I), Authorized Participant Agreement (AccuShares Commodities Trust I)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇w▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Aberdeen Standard Silver ETF Trust and the ETFS Aberdeen Standard Precious Metals Basket ETF Trust, (ii) loco London with respect to Gold for the ETFS Aberdeen Standard Precious Metals Basket ETF Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Aberdeen Standard Gold ETF Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Aberdeen Standard Platinum ETF Trust, the ETFS Aberdeen Standard Palladium ETF Trust and the ETFS Aberdeen Standard Precious Metals Basket ETF Trust, no later than 3:00 p.m. 10:00 a.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 2 contracts
Sources: Authorized Participant Agreement (Aberdeen Standard Gold ETF Trust), Authorized Participant Agreement (Aberdeen Standard Precious Metals Basket ETF Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. (a) An Authorized Participants Participant wishing to acquire from the Trustee Trust one or more Baskets (such Authorized Participant, a “Purchasing Authorized Participant”) shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) Processing Agent on any an Eligible Business Day. Purchase Orders received by the Trustee Processing Agent prior to the Order Cut-Off Time on an Eligible Business Day shall have the date of such Eligible Business Day as the “Order Date”. Purchase Orders received by the Processing Agent on or after the Order Cutoff Cut-Off Time on an Eligible Business Day, on a Business Day other than an Eligible Business Day, or on a day other than a Business Day, shall be considered received at the opening of business on the next Eligible Business Day and shall have as their Order Date the date of such next Eligible Business Day.
b. (b) For purposes of Section 2.02a. paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee Processing Agent only when either each of the following has occurred no later than 3:59:59 p.m. (New York time):occurred:
(i) Telephone/fax Order — An Authorized Representative of the Purchasing Authorized Participant shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee Processing Agent that the such Purchasing Authorized Participant wishes to place a Purchase Order for a specified number of Baskets (the “Requested Baskets”); and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee
(ii) The Processing Agent shall have received sent, via facsimile or electronic mail message, an affirmation to the Purchasing Authorized Participant that a properly completed, irrevocable Purchase Order in for a specified number of Baskets has been received by the form set out in Annex I to these Procedures executed by Processing Agent from an Authorized Representative of for such Purchasing Authorized Participant, via facsimile at the number ’s account.
(c) With respect to each Requested Basket specified in such Annex I.
c. The Trustee a Purchase Order, the Purchasing Authorized Participant shall provide a written summary to deposit with the Sponsor and Settlement Agent in immediately available funds the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but corresponding Deposit Amount not later than 5:30 5 p.m. (New York time) on the Order Date for of such Purchase Order, the Trustee shall send Order and give notice of such deposit to the Authorized Participant (with copy to the Custodian), Settlement Agent via facsimile or electronic mail message, a copy . The Settlement Agent shall confirm receipt of such Deposit Amount to the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Purchasing Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but . At its discretion the Trust may accept a Purchase Order for which the corresponding Deposit Amount is received between 5 p.m. and 6 p.m. (New York time). A Purchase Order shall be deemed automatically cancelled if the Settlement Agent has not later than 5:30 received the corresponding Deposit Amount in immediately available funds by 6:00 p.m. (New York time) on the Order Date for of such Purchase Order.
(d) The Processing Agent (acting in consultation with the Sponsor) shall have the absolute right to reject any Purchase Order including, without limitation, (i) Purchase Orders that the Processing Agent has determined are not in proper form, (ii) Purchase Orders that the Trust has determined would have adverse tax or other consequences to the Trust or to the owners of Shares, (iii) Purchase Orders the acceptance of which would, in the opinion of counsel to the Processing Agent, the Settlement Agent, the Sponsor or the Trust result in a copy violation of law, (iv) Purchase Orders in respect of which the Settlement Agent has not received in immediately available funds the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” Deposit Amount by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 5 p.m. (New York time) on the Order Date of such Purchase Order, or (v) Purchase Orders received during any period in which circumstances make transactions in, or settlement or Delivery of, Shares or components of the Portfolio impossible or impractical. Neither the Processing Agent nor the Trust shall be deemed cancelled. A liable to any person for rejecting a Purchase Order.
(e) Prior to the transmission by the Processing Agent via facsimile or electronic mail message of confirmation of acceptance thereof, a Purchase Order which is not properly completed will be deemed invalid and rejected by only represent the Trustee; Purchasing Authorized Participant’s unilateral offer to purchase the Authorized Participant may submit a corrected Required Baskets specified in such Purchase Order within and will have no binding effect upon the time period Trust, the Processing Agent or any other party. Upon the Settlement Agent’s receipt of the aggregate Deposit Amount corresponding to a Purchase Order as provided in paragraph “(c)” above, the Purchasing Authorized Participant’s offer to purchase the Required Baskets specified in Section 1.09 of the Standard Terms.
e. Each such Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion become irrevocable.
(if) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, By 11:00 a.m. (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London New York time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost Issue Date of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the Requested Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for specified in such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant Order and Deliver them by credit to the account at DTC which the Purchasing Authorized Participant shall have identified for such purpose in its written instructions to the Settlement Agent, together with immediately available funds in an amount equal to the positive difference, if any, between (1) the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order and (2) the sum of (x) the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order, and (y) the Transaction Fee applicable to such Purchase Order (without, for the avoidance of doubt, any interest on any such amount), provided that, if the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order does not suffice to cover the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order together with the Transaction Fee applicable to such Purchase Order, the Trust shall issue Shares as set forth above if, and only if, by 11:00 a.m. (New York time) on the Business Day following the date on which all Issue Date of the conditions set forth in clauses such Purchase Order
(i) the Settlement Agent has received from the Purchasing Authorized Participant in immediately available funds cash in an amount per Requested Basket equal to the positive difference between (1) the sum of (x) the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order and (y) the Transaction Fee applicable to such Purchase Order, and (2) the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order; and
(ii) of Section 2.02g. above shall any other conditions to the issuance under the Trust Agreement have been met. satisfied.
(g) In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Issue Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited a Purchasing Authorized Participant (such Purchasing Authorized Participant, a “Defaulting Authorized Participant”) has failed to deposit with the required Settlement Agent the amount of Bullion described in compliance with the provisions of section 2.02e. sub-clause “(f)(i)” above, the Trustee shall send to Trust may, in consultation with the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two Sponsor,
(2i) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send by sending via fax or electronic mail message notice of such cancellation to the Purchasing Authorized Participant, liquidate any trading positions entered into by the Trust in connection with such Purchase Order and transfer to the Defaulting Authorized Participant, in full repayment of the aggregate Deposit Amount deposited by such Defaulting Authorized Participant and in respect of all Requested Baskets specified in such Purchase Order, the Custodianlower of (1) the proceeds of such liquidation, and (2) the aggregate Deposit Amount deposited by such Defaulting Authorized Participant will be solely responsible in respect of all Requested Baskets specified in such Purchase Order (without, for all costs incurred by the avoidance of doubt, any interest thereon), in either case net of (x) the Transaction Fee applicable to such Purchase Order and (y) such additional amounts as the Trust, in consultation with the Trustee Sponsor, may deem appropriate to compensate the Trust for all damages, costs and expenses (including brokerage fees and commissions) incurred in connection with such Purchase Order; or
(ii) take such other action as the Trust, in consultation with the Sponsor, may deem necessary or appropriate under the Custodian related circumstances, it being understood and agreed that in making a decision regarding any such other action the Trust and the Sponsor shall be required to take into account the cancelled Orderbest interests of the Trust and its shareholders only and shall have no duty to ameliorate or mitigate any damages of the Defaulting Authorized Participant.
i. The foregoing provisions notwithstanding(h) In all other cases, neither the Trustee nor Trust shall issue the Custodian shall be liable for any failure or delay aggregate number of Requested Shares specified in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, Deliver them by credit to the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during account at DTC which the inability Purchasing Authorized Participant shall have identified for such purpose in written instructions to perform continuesthe Settlement Agent on the Business Day on which the conditions set forth in clauses “(f)(i)” and “(f)(ii)” above shall have been met.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 2 contracts
Sources: Authorized Participant Agreement (Ishares Diversified Alternatives Trust), Authorized Participant Agreement (Ishares Diversified Alternatives Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business DayDay on which the Benchmark price is announced. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business Day, or on the next a Business Day and shall have as their Order Date such next Business Dayon which the Benchmark Price is not announced, will not be accepted.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.h▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) ), the use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II to these Procedures, in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call call, the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the relevant Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the relevant Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms, currently within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected Purchase Order is received by the Trustee prior to the Order Cutoff Time.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Trust Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. 10:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the The Authorized Participant elects loco London, shall bear all risk of any loss until the Authorized Participant must first agree Bullion is credited to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swaprelevant Trust Unallocated Account.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial relevant Trust Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Bullion required to be made pursuant to Section 2.02e. above has not been noted as deposited in the relevant Trust Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the third Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Bullion, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. 1:00 p.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Trust Unallocated Account in compliance with the provisions of Section 2.02e. above and, above;
(ii) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been allocated to the Trust Allocated Account (other than up to 430 Ounces of Gold, 1,100 Ounces of Silver and 192 Ounces of Platinum and Palladium held on an Unallocated Basis) and the Custodian is holding that Bullion for the account of the Trust;
(iii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee;
(iv) the Authorized Participant shall have paid or agreed to pay pay, or reimbursed or agreed to reimburse the Custodian, the Trustee a per order transaction fee in or the relevant Trust for, the amount of US$500any applicable taxes (including, if applicablewithout limitation, any VAT), governmental charges and fees which are or become due in connection with the Delivery of Bullion to the Custodian and the issuance and Delivery of Shares to the Authorized Participant; and
(v) any other conditions to the issuance of Shares under the Trust Agreement shall have been satisfied.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i1), (ii), (iii), (iv) and (iiv) of Section 2.02g. above shall have been met. In the event that, by 11:00 10:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial relevant Trust Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section Section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all damages, losses, costs and expenses incurred by the relevant Trust, the Sponsor, the Trustee or the Custodian related to the cancelled Order.
i. i The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, floods or extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a the relevant Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays custodian and similar extraordinary events beyond the Custodian’s or the Trustee’s reasonable control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continuescontinues as determined by the Trustee in its sole discretion.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 2 contracts
Sources: Authorized Participant Agreement (GraniteShares Platinum Trust), Authorized Participant Agreement (GraniteShares Platinum Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich ▇▇▇▇▇▇ or loco London with respect to Gold for the ETFS Gold TrustGold, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. 11:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Bullion required to be made pursuant to Section 2.02e. has not been noted as deposited in the Trustee’s Custodial Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the second Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Bullion, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 9:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays custodian and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 2 contracts
Sources: Authorized Participant Agreement (ETFS Gold Trust), Authorized Participant Agreement (ETFS Gold Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee Trust one or more Baskets shall place a Purchase Order with the Trustee Transfer Agent no later than 3:59:59 p.m. (New York time) on any Business Daythe Order Cutoff Time. Purchase Orders received by the Trustee Transfer Agent on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee Transfer Agent only when either of the following has occurred no later than 3:59:59 p.m. (New York time):the Order Cutoff Time:
(i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the TrusteeTrust’s Creation and Redemption Line and has received an Order Number from the Trustee Transfer Agent for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the TrusteeTrust’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) in either case informing ), and informed the Trustee Transfer Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 30 minutes following such telephone call the Trustee Transfer Agent shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile or email at the number or address specified in such Annex I.
c. The Trustee Transfer Agent shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 6:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order Order, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Sponsor and the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee Transfer Agent and indicating the Basket Amount (in the case of an In-Kind Purchase Order) or Required Cash Amount (in the case of a Cash Purchase Order) that the Authorized Participant shall Deliver (or cause to be Delivered) to the Custodian (in the case of an In-Kind Purchase Order) or Transfer Agent (in the case of a Cash Purchase Order) in respect of each Basket. Prior to the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Deliver, or cause to be Delivered, the Basket Amount or Required Cash Amount, as applicable, in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation Creation and purchase of Baskets of Shares and the deposit of Bullion the Basket Amount or Required Cash Amount pursuant to the terms of the Purchase Order and these ProceduresProcedures unless cancelled, including due to a Digital Asset Delivery Failure. If a Purchase Order is rejected, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee Transfer Agent and indicating the reason. The preceding sentence notwithstanding, Purchase Orders received before the Order Cutoff Time for an Order Date and not accepted by 5:30 the Transfer Agent by 6:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not accepted by the Transfer Agent and is determined by the Transfer Agent not to be properly completed will be deemed invalid and rejected by the TrusteeTransfer Agent; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The For In-Kind Purchase Orders, the Basket Amount corresponding to each Basket must be deposited in Delivered to the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London New York time) on the second Business Day following the Order Date; provided, however, the Sponsor may, in its sole discretion, extend such deadline to accommodate delays or disruptions on, as applicable, any relevant Digital Assets Network For Cash Purchase Orders, although the Required Cash Amount corresponding to each Basket must be deposited with the Transfer Agent no later than 3:00 p.m. (New York time) on the Business Day following the Order Date. With If after extension of the deadline for Delivery for more than 10 Business Days from the originally scheduled settlement date, the Purchase Order shall be deemed cancelled and the Trust shall return the Required Cash Amount and all other consideration and Deposit Payments received in respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swapPurchase Order.
f. The For In-Kind Purchase Orders, the Custodian shall advise the Trustee Sponsor in writing of the deposits Deliveries made to the Custodial Allocated Account in connection with each In-Kind Purchase Order. For Cash Purchase Orders, the Transfer Agent shall advise the Sponsor in writing of the Required Cash Amount deposits made to the Transfer Agent in connection with each Cash Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee Sponsor in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) in the case of an In-Kind Purchase Order, the Custodian shall have reported in writing to the Trustee Sponsor, and the Sponsor shall have reported to the Transfer Agent that the corresponding required amount of Bullion Basket Amount has been deposited in Delivered to the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) and the Authorized Participant shall have paid or agreed to pay the Trustee Transfer Agent the per order transaction fee; or
(ii) in the case of a Cash Purchase Order, the Authorized Participant shall have paid the Transfer Agent the Required Cash Amount and a per order transaction fee in the amount of US$500, if applicablefee.
▇. ▇▇ h. In all other cases, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses either clause (i) and or (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) that on the second Business Day following the Order Date of a Purchase Order, in the Trustee’s Custodial Unallocated Account case of an In-Kind Purchase Order, the Basket Amount shall not have been credited with Delivered to the required amount Custodial Account, or, in the case of Bullion a Cash Purchase Order, the Required Cash Amount shall not have been Delivered to Transfer Agent, in compliance with the provisions of section 2.02e. above, the Trustee Sponsor shall send to notify the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact failure and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, direct the Transfer Agent to cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all direct, reasonable costs incurred by the Trust, the Trustee Transfer Agent, the Sponsor or the Custodian related to the cancelled Order and shall reimburse such Persons for the same to the extent paid by such Persons subject to the prompt return to the Authorized Participant or Intermediary, as applicable, of all cash, Digital Assets and shares delivered to the Trust or its service providers in connection with the cancelled Order; provided, for the avoidance of doubt, that any obligation of an Authorized Participant to bear costs pursuant to this sentence shall not affect such Authorized Participant’s indemnification obligations and limitation of liability under these Procedures.
i. The foregoing provisions notwithstanding, neither the Trustee nor Authorized Participant shall not be liable (including for costs) resulting from any failure or delay to Deliver any portion of a Deposit Payment and none of the Trust, the Sponsor, the Transfer Agent or the Custodian shall be liable for any failure or delay in making Delivery of Shares or any Digital Assets, as applicable, in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy telecopy, internet and computer failures, act of God such as fires, floods, extreme weather conditions, pandemics, market conditions or activities causing trading halts, delays, systems failures involving computer computer, network, blockchain or other information systems affecting a the Trust, the TrusteeTransfer Agent, the Sponsor or the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s their control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the TrusteeTrust, the Transfer Agent, the Sponsor, or the Custodian, nor any sub-custodian Custodian are under any duty, duty to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount or Required Cash Amount, as applicable, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 1 contract
Sources: Authorized Participant Agreement (Bitwise 10 Crypto Index Fund)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich ▇▇▇▇▇▇ or loco London with respect to Gold for the ETFS Gold TrustGold, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. 11:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Bullion required to be made pursuant to Section 2.02e. has not been noted as deposited in the Trustee’s Custodial Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the second Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Bullion, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 9:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays custodian and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d.. , 2.02f. and 2.02h.. , none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 1 contract
Sources: Authorized Participant Agreement (Etfs Silver Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business DayDay on which the Benchmark price is announced. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business Day, or on the next a Business Day and shall have as their Order Date such next Business Dayon which the Benchmark Price is not announced, will not be accepted.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) ), the use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II to these Procedures, in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call call, the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the relevant Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the relevant Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms, currently within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected Purchase Order is received by the Trustee prior to the Order Cutoff Time.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Trust Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. 10:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the The Authorized Participant elects loco London, shall bear all risk of any loss until the Authorized Participant must first agree Bullion is credited to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swaprelevant Trust Unallocated Account.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial relevant Trust Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Bullion required to be made pursuant to Section 2.02e. above has not been noted as deposited in the relevant Trust Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the third Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Bullion, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. 1:00 p.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Trust Unallocated Account in compliance with the provisions of Section 2.02e. above and, above;
(ii) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been allocated to the Trust Allocated Account (other than up to 430 Ounces of Gold, 1,100 Ounces of Silver and 192 Ounces of Platinum and Palladium held on an Unallocated Basis) and the Custodian is holding that Bullion for the account of the Trust;
(iii) the Trustee shall have received from the Authorized Participant the applicable Transaction Fee;
(iv) the Authorized Participant shall have paid or agreed to pay pay, or reimbursed or agreed to reimburse the Custodian, the Trustee a per order transaction fee in or the relevant Trust for, the amount of US$500any applicable taxes (including, if applicablewithout limitation, any VAT), governmental charges and fees which are or become due in connection with the Delivery of Bullion to the Custodian and the issuance and Delivery of Shares to the Authorized Participant; and
(v) any other conditions to the issuance of Shares under the Trust Agreement shall have been satisfied.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i1), (ii), (iii), (iv) and (iiv) of Section 2.02g. above shall have been met. In the event that, by 11:00 10:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial relevant Trust Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section Section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all damages, losses, costs and expenses incurred by the relevant Trust, the Sponsor, the Trustee or the Custodian related to the cancelled Order.
i. i The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, floods or extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a the relevant Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays custodian and similar extraordinary events beyond the Custodian’s or the Trustee’s reasonable control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continuescontinues as determined by the Trustee in its sole discretion.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 1 contract
Sources: Authorized Participant Agreement
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee Trust one or more Baskets shall place a Purchase Order with the Trustee Transfer Agent no later than 3:59:59 p.m. (New York time) on any Business Daythe Order Cutoff Time. Purchase Orders received by the Trustee Transfer Agent on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee Transfer Agent only when either of the following has occurred no later than 3:59:59 p.m. (New York time):the Order Cutoff Time:
(i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the TrusteeTrust’s Creation and Redemption Line and has received an Order Number from the Trustee Transfer Agent for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the TrusteeTrust’s online services (n▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing ), and informed the Trustee Transfer Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 30 minutes following such telephone call the Trustee Transfer Agent shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile or email at the number or address specified in such Annex I.
c. The Trustee Transfer Agent shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 6:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order Order, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Sponsor and the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee Transfer Agent and indicating the Basket Amount (in the case of an In-Kind Purchase Order) or Required Cash Amount (in the case of a Cash Purchase Order) that the Authorized Participant shall Deliver (or cause to be Delivered) to the Custodian (in the case of an In-Kind Purchase Order) or Transfer Agent (in the case of a Cash Purchase Order) in respect of each Basket. Prior to the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Deliver, or cause to be Delivered, the Basket Amount or Required Cash Amount, as applicable, in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation Creation and purchase of Baskets of Shares and the deposit of Bullion the Basket Amount or Required Cash Amount pursuant to the terms of the Purchase Order and these ProceduresProcedures unless cancelled. If a Purchase Order is rejected, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee Transfer Agent and indicating the reason. The preceding sentence notwithstanding, Purchase Orders received before the Order Cutoff Time for an Order Date and not accepted by 5:30 the Transfer Agent by 6:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not accepted by the Transfer Agent and is determined by the Transfer Agent not to be properly completed will be deemed invalid and rejected by the TrusteeTransfer Agent; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The For In-Kind Purchase Orders, the Basket Amount corresponding to each Basket must be deposited in Delivered to the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London New York time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London; provided, however, the Authorized Participant Sponsor may, in its sole discretion, may extend such deadline to accommodate delays or disruptions on the Ethereum Network For Cash Purchase Orders, although the Required Cash Amount corresponding to each Basket must first agree to the cost of the loco swap be deposited with the Custodian and reimburse Transfer Agent no later than 3:00 p.m. (New York time) on the Custodian for any amount owed under such swapBusiness Day following the Order Date.
f. The For In-Kind Purchase Orders, the Custodian shall advise the Trustee Sponsor in writing of the deposits Deliveries made to the Custodial Allocated Account in connection with each In-Kind Purchase Order. For Cash Purchase Orders, the Transfer Agent shall advise the Sponsor in writing of the Required Cash Amount deposits made to the Transfer Agent in connection with each Cash Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee Sponsor in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) in the case of an In-Kind Purchase Order, the Custodian shall have reported in writing to the Trustee Sponsor, and the Sponsor shall have reported to the Transfer Agent that the corresponding required amount of Bullion Basket Amount has been deposited in Delivered to the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) and the Authorized Participant shall have paid or agreed to pay the Trustee Transfer Agent the per order transaction fee; or
(ii) in the case of a Cash Purchase Order, the Authorized Participant shall have paid the Transfer Agent the Required Cash Amount and a per order transaction fee in the amount of US$500, if applicablefee.
▇. ▇▇ h. In all other cases, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses either clause (i) and or (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) that on the second Business Day following the Order Date of a Purchase Order, in the Trustee’s Custodial Unallocated Account case of an In-Kind Purchase Order, the Basket Amount shall not have been credited with Delivered to the required amount Custodial Account, or, in the case of Bullion a Cash Purchase Order, the Required Cash Amount shall not have been Delivered to Transfer Agent, in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor Transfer Agent shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee Transfer Agent, the Sponsor or the Custodian related to the cancelled OrderOrder and shall reimburse such Persons for the same to the extent paid by such Persons; provided, for the avoidance of doubt, that any obligation of an Authorized Participant to bear costs pursuant to this sentence shall not affect such Authorized Participant’s indemnification obligations under these Procedures.
i. The foregoing provisions notwithstanding, neither none of the Trustee nor Trust, the Sponsor, the Transfer Agent or the Custodian shall be liable for any failure or delay in making Delivery of Shares or Ethereum in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy telecopy, internet and computer failures, act of God such as fires, floods, extreme weather conditions, pandemics, market conditions or activities causing trading halts, delays, systems failures involving computer computer, network, blockchain or other information systems affecting a the Trust, the TrusteeTransfer Agent, the Sponsor or the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s their control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the TrusteeTrust, the Transfer Agent, the Sponsor, or the Custodian, nor any sub-custodian Custodian are under any duty, duty to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount or Required Cash Amount, as applicable, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 1 contract
Sources: Authorized Participant Agreement (Bitwise Ethereum ETF)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. (a) Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) prior to the Order Cutoff Time on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Daycancelled.
b. (b) For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):prior to the Order Cutoff Time:
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) ), the use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II to these Procedures, and placed a Purchase Order. in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call call, the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I or via email at the email address specified in such Annex I.
c. (c) The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. (d) As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail email message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Gold in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion Gold pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail email message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reasonTrustee. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms, currently within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected Purchase Order must be received by the Trustee prior to the Order Cutoff Time.
e. (e) Each Purchase Order shall settle on the second Business Day (T+2) following the Order Date. The Basket Gold Amount corresponding to each Basket must be deposited in the Custodial Trust Unallocated Metal Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 4:00 p.m. (London time) on the second Business Day following the Order Date, such deposit being made from the AP Account. With respect to Gold for the ETFS Gold Trust and where the The Authorized Participant elects loco Londonshall bear all risk of any loss until the Gold is credited to the Trust Unallocated Metal Account. The Custodian shall transfer any Gold received in the Trust Unallocated Metal Account directly from the AP Account to the Trust Allocated Metal Account, with such Gold being allocated to the Trust Allocated Metal Account no later than the second Business Day following the Order Date.
(f) By 11:00 am (New York time) on the second Business Day following the Order Date, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing with respect to each Purchase Order of (i) the deposits which have been made to the Custodial Allocated Trust Unallocated Metal Account in connection with each Purchase Orderand (ii) any deposits which should have been made to the Trust Unallocated Metal Account but which have not been received.
g. (g) On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with Trustee, the Custodian and the Authorized ParticipantParticipant may mutually agree, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion Gold has been deposited in the Trustee’s Custodial Trust Unallocated Metal Account in compliance with the provisions of Section 2.02e. above andabove,
(ii) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Gold has been allocated to the Trust Allocated Metal Account and the Custodian is holding that Gold for the account of the Trust, and
(iii) The Trustee shall have received the applicable Transaction Fee from the Authorized Participant, and the Authorized Participant shall have paid or agreed to pay pay, or reimbursed or agreed to reimburse, the Custodian, the Trustee a per order transaction fee in and the Trust the amount of US$500any and all taxes, if applicablegovernmental charges and fees payable in connection with such deposit, the transfer of Gold and the issuance and Delivery of Shares.
▇. ▇▇ (h) In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i), (ii) and (iiiii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Custodian has advised the Trustee pursuant to Section 2.02f. above that the Trust Unallocated Metal Account shall has not have been credited with the required amount of Bullion Gold in compliance with the provisions of section Section 2.02e. above, the Trustee shall shall, by the Trustee’s close of business (New York time), send to the Authorized Participant and the Custodian via fax or electronic mail email message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all damages, losses, costs and expenses incurred by the Trust, the Sponsor, the Trustee or the Custodian related to the cancelled Order.
i. (i) The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, floods or extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a the Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays custodian and similar extraordinary events beyond the Custodian’s or the Trustee’s reasonable control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. (j) Except as provided in Sections 2.02d., 2.02f., 2.02h. and 2.02h.the Standard Terms, none of the Trustee, the Sponsor, Sponsor or the Custodian, nor any sub-custodian Custodian are under any duty, duty to give notification of any defects or irregularities in any Purchase Order or the delivery Delivery of the Basket Gold Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders (k) The Creation of Shares may be suspended or rejected under the circumstances specified in the applicable Prospectus. Trust Agreement, these Procedures or the Standard Terms.
Appears in 1 contract
Sources: Authorized Participant Agreement (Goldman Sachs Physical Gold ETF)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee Trust one or more Baskets shall place a Purchase Order with the Trustee Transfer Agent no later than 3:59:59 p.m. (New York time) on any Business Daythe Order Cutoff Time. Purchase Orders received by the Trustee Transfer Agent on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee Transfer Agent only when either of the following has occurred no later than 3:59:59 p.m. (New York time):the Order Cutoff Time:
(i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the TrusteeTrust’s Creation and Redemption Line and has received an Order Number from the Trustee Transfer Agent for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the TrusteeTrust’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) in either case informing ), and informed the Trustee Transfer Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 30 minutes following such telephone call the Trustee Transfer Agent shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile or email at the number or address specified in such Annex I.
c. The Trustee Transfer Agent shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 6:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order Order, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Sponsor and the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee Transfer Agent and indicating the Basket Amount (in the case of an In-Kind Purchase Order) or Required Cash Amount (in the case of a Cash Purchase Order) that the Authorized Participant shall Deliver (or cause to be Delivered) to the Custodian (in the case of an In-Kind Purchase Order) or Transfer Agent (in the case of a Cash Purchase Order) in respect of each Basket. Prior to the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Deliver, or cause to be Delivered, the Basket Amount or Required Cash Amount, as applicable, in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation Creation and purchase of Baskets of Shares and the deposit of Bullion the Basket Amount or Required Cash Amount pursuant to the terms of the Purchase Order and these ProceduresProcedures unless cancelled, including due to a Digital Asset Delivery Failure. If a Purchase Order is rejected, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee Transfer Agent and indicating the reason. The preceding sentence notwithstanding, Purchase Orders received before the Order Cutoff Time for an Order Date and not accepted by 5:30 the Transfer Agent by 6:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not accepted by the Transfer Agent and is determined by the Transfer Agent not to be properly completed will be deemed invalid and rejected by the TrusteeTransfer Agent; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The For In-Kind Purchase Orders, the Basket Amount corresponding to each Basket must be deposited in Delivered to the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London New York time) on the second Business Day following the Order Date; provided, however, the Sponsor may, in its sole discretion, extend such deadline to accommodate delays or disruptions on, as applicable, any relevant Digital Assets Network For Cash Purchase Orders, although the Required Cash Amount corresponding to each Basket must be deposited with the Transfer Agent no later than 3:00 p.m. (New York time) on the Business Day following the Order Date. With If after extension of the deadline for Delivery for more than 10 Business Days from the originally scheduled settlement date, the Purchase Order shall be deemed cancelled and the Trust shall return the Required Cash Amount and all other consideration and Deposit Payments received in respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swapPurchase Order.
f. The For In-Kind Purchase Orders, the Custodian shall advise the Trustee Sponsor in writing of the deposits Deliveries made to the Custodial Allocated Account in connection with each In-Kind Purchase Order. For Cash Purchase Orders, the Transfer Agent shall advise the Sponsor in writing of the Required Cash Amount deposits made to the Transfer Agent in connection with each Cash Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee Sponsor in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) in the case of an In-Kind Purchase Order, the Custodian shall have reported in writing to the Trustee Sponsor, and the Sponsor shall have reported to the Transfer Agent that the corresponding required amount of Bullion Basket Amount has been deposited in Delivered to the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) and the Authorized Participant shall have paid or agreed to pay the Trustee Transfer Agent the per order transaction fee; or
(ii) in the case of a Cash Purchase Order, the Authorized Participant shall have paid the Transfer Agent the Required Cash Amount and a per order transaction fee in the amount of US$500, if applicablefee.
▇. ▇▇ h. In all other cases, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses either clause (i) and or (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) that on the second Business Day following the Order Date of a Purchase Order, in the Trustee’s Custodial Unallocated Account case of an In-Kind Purchase Order, the Basket Amount shall not have been credited with Delivered to the required amount Custodial Account, or, in the case of Bullion a Cash Purchase Order, the Required Cash Amount shall not have been Delivered to Transfer Agent, in compliance with the provisions of section 2.02e. above, the Trustee Sponsor shall send to notify the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact failure and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, direct the Transfer Agent to cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all direct, reasonable costs incurred by the Trust, the Trustee Transfer Agent, the Sponsor or the Custodian related to the cancelled Order and shall reimburse such Persons for the same to the extent paid by such Persons subject to the prompt return, as applicable, of all cash (the Authorized Participant), Digital Assets (solely to the AP Affiliate) and shares delivered to the Trust or its service providers in connection with the cancelled Order; provided, for the avoidance of doubt, that any obligation of an Authorized Participant to bear costs pursuant to this sentence shall not affect such Authorized Participant’s indemnification obligations and limitation of liability under these Procedures.
i. The foregoing provisions notwithstanding, neither the Trustee nor Authorized Participant shall not be liable (including for costs) resulting from any failure or delay to Deliver any portion of a Deposit Payment and none of the Trust, the Sponsor, the Transfer Agent or the Custodian shall be liable for any failure or delay in making Delivery of Shares or any Digital Assets, as applicable, in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy telecopy, internet and computer failures, act of God such as fires, floods, extreme weather conditions, pandemics, market conditions or activities causing trading halts, delays, systems failures involving computer computer, network, blockchain or other information systems affecting a the Trust, the TrusteeTransfer Agent, the Sponsor or the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s their control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the TrusteeTrust, the Transfer Agent, the Sponsor, or the Custodian, nor any sub-custodian Custodian are under any duty, duty to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount or Required Cash Amount, as applicable, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 1 contract
Sources: Authorized Participant Agreement (Bitwise Solana ETF)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Cut-Off Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — - An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase OrderLine, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call and the Trustee shall have received received, via facsimile or electronic mail message, a properly duly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I..
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 4:30 p.m. (New York time).
d. As soon as reasonably practicable following Upon receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such valid Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, no later than 5:00 p.m. (New York time) on the Order Date for such Purchase Order a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust Trust, the Trustee, the Custodian or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) and Silver and loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. 11:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold The Custodian will then allocate all the Bullion (other than an amount less than 430 Ounces for Gold, 1100 Ounces for Silver, 192 Ounces for Platinum and 192 Ounces for Palladium (or the ETFS Gold Trust and where pro-rata thereof for a PM Basket)) by transferring the Authorized Participant elects loco London, the Authorized Participant must first agree Bullion to the cost Custodial Allocated Account. Allocation is generally expected to be completed the same day as deposit of Bullion into the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swapCustodial Unallocated Account.
f. The Custodian shall advise allocate Bullion to the Trustee Trustee’s Custodial Account by (i) making entries in writing the Custodian’s books and records to identify such Bullion as being held for the Trust, it being understood that such entries shall identify, as applicable to the specific Order, each bar of Gold or Silver or each plate or ingot of Platinum or Palladium so allocated by refiner, assay, serial number and gross and fine weight; (ii) physically segregating from Bullion held by the Custodian for its own account or on behalf of other clients the Bullion so allocated to the Trustee’s Custodial Account; and (iii) sending to the Trustee, via signed facsimile and electronic mail message, a written confirmation of the deposits made to allocation, including the Custodial Allocated Account in connection with each Purchase Orderidentification of the bars, plates or ingots allocated as described above.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participantagree, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 9:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Custodian Unallocated Account in compliance with the provisions of Section 2.02e. above andparagraph “e” above;
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500;
(iii) the Authorized Participant shall have agreed to pay, if applicableor reimburse the Custodian or the relevant Trust the amount of, any applicable taxes (including VAT) which is or becomes due in connection with the Delivery of relevant Bullion to the Custodian; and
(iv) any other conditions to the issuance under the Trust Agreement shall have been satisfied.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and to (iiiv) of Section 2.02g. paragraph “g” above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 1 contract
Sources: Authorized Participant Agreement (Etfs Silver Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. (a) An Authorized Participants Participant wishing to acquire from the Trustee Trust one or more Baskets (such Authorized Participant, a “Purchasing Authorized Participant”) shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) Processing Agent on any an Eligible Business Day. Purchase Orders received by the Trustee Processing Agent prior to the Order Cut-Off Time on an Eligible Business Day shall have the date of such Eligible Business Day as the “Order Date”. Purchase Orders received by the Processing Agent on or after the Order Cutoff Cut-Off Time on an Eligible Business Day, on a Business Day other than an Eligible Business Day, or on a day other than a Business Day, shall be considered received at the opening of business on the next Eligible Business Day and shall have as their Order Date the date of such next Eligible Business Day.
b. (b) For purposes of Section 2.02a. paragraph “a” above, a Purchase Order shall be deemed “received” by the Trustee Processing Agent only when either each of the following has occurred no later than 3:59:59 p.m. (New York time):occurred:
(i) Telephone/fax Order — An Authorized Representative of the Purchasing Authorized Participant shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee Processing Agent that the such Purchasing Authorized Participant wishes to place a Purchase Order for a specified number of Baskets (the “Requested Baskets”); and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee
(ii) The Processing Agent shall have received sent, via facsimile or electronic mail message, an affirmation to the Purchasing Authorized Participant that a properly completed, irrevocable Purchase Order in for a specified number of Baskets has been received by the form set out in Annex I to these Procedures executed by Processing Agent from an Authorized Representative of for such Purchasing Authorized Participant, via facsimile at the number ’s account.
(c) With respect to each Requested Basket specified in such Annex I.
c. The Trustee a Purchase Order, the Purchasing Authorized Participant shall provide a written summary to deposit with the Sponsor and Settlement Agent in immediately available funds the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but corresponding Deposit Amount not later than 5:30 5 p.m. (New York time) on the Order Date for of such Purchase Order, the Trustee shall send Order and give notice of such deposit to the Authorized Participant (with copy to the Custodian), Settlement Agent via facsimile or electronic mail message, a copy . The Settlement Agent shall confirm receipt of such Deposit Amount to the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Purchasing Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but . At its discretion the Trust may accept a Purchase Order for which the corresponding Deposit Amount is received between 5 p.m. and 6 p.m. (New York time). A Purchase Order shall be deemed automatically cancelled if the Settlement Agent has not later than 5:30 received the corresponding Deposit Amount in immediately available funds by 6:00 p.m. (New York time) on the Order Date for of such Purchase Order.
(d) The Processing Agent (acting in consultation with the Sponsor) shall have the absolute right to reject any Purchase Order including, without limitation, (i) Purchase Orders that the Processing Agent has determined are not in proper form, (ii) Purchase Orders that the Processing Agent has determined would have adverse tax or other consequences to the Trust or to the owners of Shares, (iii) Purchase Orders the acceptance of which would, in the opinion of counsel to the Processing Agent, the Settlement Agent, the Sponsor or the Trust result in a copy violation of law, (iv) Purchase Orders in respect of which the Settlement Agent has not received in immediately available funds the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” Deposit Amount by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 5 p.m. (New York time) on the Order Date of such Purchase Order, or (v) Purchase Orders received during any period in which circumstances make transactions in, or settlement or Delivery of, Shares or components of the Portfolio impossible or impractical. None of the Sponsor, the Processing Agent, the Trust or any of their agents shall be deemed cancelledliable to any person for rejecting a Purchase Order.
(e) The Processing Agent (acting in consultation with the Sponsor) may suspend the creation of Baskets, or postpone the Issue Date of a Purchase Order, for as long as it considers necessary for any reason. A None of the Sponsor, the Processing Agent, the Trust or any of their agents will be liable to any person for such suspension or postponement.
(f) Prior to the transmission by the Processing Agent via facsimile or electronic mail message of confirmation of acceptance thereof, a Purchase Order which is not properly completed will be deemed invalid and rejected by only represent the Trustee; Purchasing Authorized Participant’s unilateral offer to purchase the Authorized Participant may submit a corrected Required Baskets specified in such Purchase Order within and will have no binding effect upon the time period Trust, the Processing Agent or any other party. Upon the Settlement Agent’s receipt of the aggregate Deposit Amount corresponding to a Purchase Order as provided in paragraph “(c)” above, the Purchasing Authorized Participant’s offer to purchase the Required Baskets specified in Section 1.09 of the Standard Terms.
e. Each such Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion become irrevocable.
(ig) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, By 11:00 a.m. (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London New York time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost Issue Date of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the Requested Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for specified in such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant Order and Deliver them by credit to the account at DTC which the Purchasing Authorized Participant shall have identified for such purpose in its written instructions to the Settlement Agent, together with immediately available funds in an amount equal to the positive difference, if any, between (1) the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order and (2) the sum of (x) the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order, and (y) the Transaction Fee applicable to such Purchase Order (without, for the avoidance of doubt, any interest on any such amount), provided that, if the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order does not suffice to cover the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order together with the Transaction Fee applicable to such Purchase Order, the Trust shall issue Shares as set forth above if, and only if, by 11:00 a.m. (New York time) on the Business Day following the date on which all Issue Date of the conditions set forth in clauses such Purchase Order
(i) the Settlement Agent has received from the Purchasing Authorized Participant in immediately available funds cash in an amount per Requested Basket equal to the positive difference between (1) the sum of (x) the aggregate Order Execution Price of all Requested Baskets specified in such Purchase Order and (y) the Transaction Fee applicable to such Purchase Order, and (2) the aggregate Deposit Amount deposited by the Purchasing Authorized Participant in respect of all Requested Baskets specified in such Purchase Order; and
(ii) of Section 2.02g. above shall any other conditions to the issuance under the Trust Agreement have been met. satisfied.
(h) In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Issue Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited a Purchasing Authorized Participant (such Purchasing Authorized Participant, a “Defaulting Authorized Participant”) has failed to deposit with the required Settlement Agent the amount of Bullion described in compliance with the provisions of section 2.02e. sub-clause “(g)(i)” above, the Trustee shall send to Trust may, in consultation with the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two Sponsor,
(2i) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send by sending via fax or electronic mail message notice of such cancellation to the Purchasing Authorized Participant, liquidate any trading positions entered into by the Trust in connection with such Purchase Order and transfer to the Defaulting Authorized Participant, in full repayment of the aggregate Deposit Amount deposited by such Defaulting Authorized Participant and in respect of all Requested Baskets specified in such Purchase Order, the Custodianlower of (1) the proceeds of such liquidation, and (2) the aggregate Deposit Amount deposited by such Defaulting Authorized Participant will be solely responsible in respect of all Requested Baskets specified in such Purchase Order (without, for all costs incurred by the avoidance of doubt, any interest thereon), in either case net of (x) the Transaction Fee applicable to such Purchase Order and (y) such additional amounts as the Trust, in consultation with the Trustee Sponsor, may deem appropriate to compensate the Trust for all damages, costs and expenses (including brokerage fees and commissions) incurred in connection with such Purchase Order; or
(ii) take such other action as the Trust, in consultation with the Sponsor, may deem necessary or appropriate under the Custodian related circumstances, it being understood and agreed that in making a decision regarding any such other action the Trust and the Sponsor shall be required to take into account the cancelled Orderbest interests of the Trust and its shareholders only and shall have no duty to ameliorate or mitigate any damages of the Defaulting Authorized Participant.
i. The foregoing provisions notwithstanding(i) In all other cases, neither the Trustee nor Trust shall issue the Custodian shall be liable for any failure or delay aggregate number of Requested Shares specified in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, Deliver them by credit to the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during account at DTC which the inability Purchasing Authorized Participant shall have identified for such purpose in written instructions to perform continuesthe Settlement Agent on the Business Day on which the conditions set forth in clauses “(g)(i)” and “(g)(ii)” above shall have been met.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 1 contract
Sources: Authorized Participant Agreement (Resonance Advisors LLC)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee Trust one or more Baskets shall place a Purchase Order with the Trustee Transfer Agent no later than 3:59:59 p.m. (New York time) on any Business Daythe Order Cutoff Time. Purchase Orders received by the Trustee Transfer Agent on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee Transfer Agent only when either of the following has occurred no later than 3:59:59 p.m. (New York time):the Order Cutoff Time:
(i) Telephone/fax Order — An Authorized Representative shall have placed a telephone call to the TrusteeTrust’s Creation and Redemption Line and has received an Order Number from the Trustee Transfer Agent for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the TrusteeTrust’s online services (n▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) . in either case informing the Trustee Transfer Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee Transfer Agent shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile or email at the number or address specified in such Annex I.
c. The Trustee Transfer Agent shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 6:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order Order, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Sponsor and the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee Transfer Agent and indicating the Basket Amount (in the case of an In-Kind Purchase Order) or Required Cash Amount (in the case of a Cash Purchase Order) that the Authorized Participant shall Deliver (or cause to be Delivered) to the Custodian (in the case of an In-Kind Purchase Order) or Transfer Agent (in the case of a Cash Purchase Order) in respect of each Basket. Prior to the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Deliver, (or cause to be Delivered), the Basket Amount or Required Cash Amount, as applicable, in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the TrusteeTransfer Agent’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation Creation and purchase of Baskets of Shares and the deposit of Bullion the Basket Amount or Required Cash Amount pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 6:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee Transfer Agent and indicating the reason. The preceding sentence notwithstanding, Purchase Orders received before the Order Cutoff Time for an Order Date and not accepted by 5:30 6:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the TrusteeTransfer Agent; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The For In-Kind Purchase Orders, the Basket Amount corresponding to each Basket must be deposited in Delivered to the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London New York time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London; provided, however, the Authorized Participant Sponsor may, in its sole discretion, may extend such deadline to accommodate delays or disruptions on the Bitcoin Network For Cash Purchase Orders, the Required Cash Amount corresponding to each Basket must first agree to the cost of the loco swap be deposited with the Custodian and reimburse Transfer Agent no later than 3:00 p.m. (New York time) on the Custodian for any amount owed under such swapBusiness Day following the Order Date.
f. The For In-Kind Purchase Orders, the Custodian shall advise the Trustee Sponsor in writing of the deposits Deliveries made to the Custodial Allocated Account in connection with each In-Kind Purchase Order. For Cash Purchase Orders, the Transfer Agent shall advise the Sponsor in writing of the Required Cash Amount deposits made to the Transfer Agent in connection with each Cash Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee Sponsor in its absolute discretion may agree with the Authorized Participant, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) in the case of an In-Kind Purchase Order, the Custodian shall have reported in writing to the Trustee Sponsor, and the Sponsor shall have reported to the Transfer Agent that the corresponding required amount of Bullion Basket Amount has been deposited in Delivered to the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) and the Authorized Participant shall have paid or agreed to pay the Trustee Transfer Agent the per order transaction fee; or
(ii) in the case of a Cash Purchase Order, the Authorized Participant shall have paid the Transfer Agent the Required Cash Amount and a per order transaction fee in the amount of US$500, if applicablefee.
▇. ▇▇ h. In all other cases, the Trustee Trust shall issue the aggregate number of Shares corresponding to the number of Baskets ordered by the Authorized Participant and Deliver deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses either clause (i) and or (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) that on the second Business Day following the Order Date of a Purchase Order, in the Trustee’s Custodial Unallocated Account case of an In-Kind Purchase Order, the Basket Amount shall not have been credited with Delivered to the required amount Custodial Account, or, in the case of Bullion a Cash Purchase Order, the Required Cash Amount shall not have been Delivered to Transfer Agent, in compliance with the provisions of section 2.02e. above, the Trustee Transfer Agent shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee Transfer Agent shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee Transfer Agent, the Sponsor or the Custodian related to the cancelled OrderOrder and shall reimburse such Persons for the same to the extent paid by such Persons; provided, for the avoidance of doubt, that any obligation of an Authorized Participant to bear costs pursuant to this sentence shall not affect such Authorized Participant’s indemnification obligations under these Procedures.
i. The foregoing provisions notwithstanding, neither none of the Trustee nor Trust, the Sponsor, the Transfer Agent or the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy telecopy, internet and computer failures, act of God such as fires, floods, extreme weather conditions, pandemics, market conditions or activities causing trading halts, delays, systems failures involving computer computer, network, blockchain or other information systems affecting a the Trust, the TrusteeTransfer Agent, the Sponsor or the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the TrusteeTrust’s or the Transfer Agent’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the TrusteeTrust, the Transfer Agent, the Sponsor, or the Custodian, nor any sub-custodian Custodian are under any duty, duty to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount or Required Cash Amount, as applicable, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 1 contract
Sources: Authorized Participant Agreement (Bitwise Bitcoin ETF)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust, the ETFS Precious Metals Basket Trust and the ETFS Precious White Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust, the ETFS Precious Metals Basket Trust and the ETFS Precious White Metals Basket Trust, no later than 3:00 p.m. 11:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Bullion required to be made pursuant to Section 2.02e. has not been noted as deposited in the Trustee’s Custodial Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the second Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Bullion, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 9:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus. .
Appears in 1 contract
Sources: Authorized Participant Agreement (ETFS Precious Metals Basket Trust)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
: a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
. b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
): (i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
or (ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call call, the Trustee shall have received a properly completed, irrevocable - 11 - Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
I. c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
. d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Gold in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion Gold pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on , currently not later than the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion earlier of (i) loco London within fifteen (15) minutes of such contact with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, Authorized Participant or (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, thirty (iii30) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London time) on the second Business Day following minutes after the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swapCutoff Time.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.
▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
Appears in 1 contract
Sources: Authorized Participant Agreement
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery delivery of Paired Shares of a specified Trust each Fund shall take place only in integral numbers of Baskets in compliance with the following rules:
a. (a) Authorized Participants wishing to acquire from the Trustee such Fund one or more Baskets shall place a Purchase Order with the Trustee Transfer Agent no later than 3:59:59 p.m. (New York time) the Order Cut-Off Time for such Fund on any Business Day. Purchase Orders received by the Trustee Transfer Agent on or after the Order Cutoff Cut-Off Time for such Fund on a any Business Day shall be considered deemed received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. (b) For purposes of Section 2.02a. paragraph (a) above, a Purchase Order shall be deemed “received” by the Trustee Transfer Agent only when either of the following has occurred no later than 3:59:59 p.m. (New York time):one second before the Order Cut-Off Time:
(i) Telephone/fax Fax Order — – An Authorized Representative shall have placed a telephone call to the TrusteeTransfer Agent’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee Transfer Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and requesting the Transfer Agent provide an order number (an “Order Number”), which the Transfer Agent shall provide, and, in the case of a telephone order, within 15 minutes one hour following such telephone call call, the Trustee Transfer Agent shall have received received, via facsimile or electronic mail message, a properly duly completed, irrevocable Purchase Order in including the form set out in Annex I to these Procedures Order Number previously provided by the Transfer Agent and executed by an Authorized Representative of such Authorized Participant, via facsimile at or (ii) Web-based Order – An Authorized Representative shall have placed such Purchase Order through the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. Transfer Agent’s online services (New York time[WEBSITE]).
d. As soon as reasonably practicable following (c) Upon receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such valid Purchase Order, the Trustee Transfer Agent shall send to the Authorized Participant (with copy to the Custodian)submitting such Purchase Order, via facsimile or electronic mail message, a copy of the corresponding such Purchase Order endorsed with the word “Accepted” by the Trustee and indicating Sponsor no later than [5:00] p.m. (New York time) on the Basket date the Transfer Agent receives such acceptance from the Sponsor, Such Purchase Order shall indicate:
(i) the aggregate Cash Amount that the Authorized Participant shall Deliver deliver to the Custodian in respect Fund as consideration for the Basket(s) subject to the Purchase Order;
(ii) the Transaction Fee due to the applicable Fund’s custodian; and
(iii) the number of each BasketBasket(s) and number of Up Shares and Down Shares of the Fund to be issued under the Purchase Order. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the submitting Authorized Participant’s unilateral offer to deposit Bullion the aggregate Cash Amount in exchange for Baskets of Shares and will have no binding effect upon the Trust Trust, any Fund, the Sponsor, the Transfer Agent or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant Person.
(with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not d) No later than 5:30 p.m. [12:00 noon] (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.
e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.
g. On the second third Business Day following the Order Date corresponding to a for the Purchase OrderOrder (“T+3”), or on such earlier date and time as the Trustee Sponsor in its absolute sole discretion may agree with the Authorized Participantagree, the Trustee submitting Authorized Participant shall deliver the aggregate Cash Amount set forth in the acceptance of the Purchase Order to the account of the Fund via either (1) the Continuous Net Settlement (“CNS”) clearing process of National Securities Clearing Corporation (“NSCC”), as such processes have been enhanced to effect creations and redemptions of Baskets, or (2) the facilities of DTC on a Delivery Versus Payment (“DVP”) basis.
(e) On T+3, or on such earlier date and time as the Sponsor in its sole discretion may agree, simultaneously with receipt of the aggregate Cash Amount, the Fund shall issue the aggregate number of Paired Shares corresponding to the Baskets ordered by Basket(s) subject to the Authorized Participant accepted Purchase Order and Deliver deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, ; provided that, by 11:00 a.m. (New York time) on the date prior to such issuance and Delivery is to take placedelivery:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and
(ii) the submitting Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in applicable Fund’s custodian the amount of US$500, if applicable.Transaction Fee; and
▇. ▇▇ all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above any other conditions to the issuance under the Trust Agreement shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Ordersatisfied.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.
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Sources: Authorized Participant Agreement (AccuShares Commodities Trust I)
Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.
b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):
(i) Telephone/fax Order — – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or
(ii) Web-based Order — – An Authorized Representative shall have accessed the Trustee’s online services (▇▇▇.▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇) in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call call, the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.
c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).
d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion Gold in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion Gold pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding ▇▇▇▇▇▇▇▇ Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms, currently not later than the earlier of (i) within fifteen (15) minutes of such contact with the Authorized Participant or (ii) thirty (30) minutes after the Order Cutoff Time.
e. Each Purchase Order shall settle on the second third Business Day following the Order Date. The Basket Gold Amount corresponding to each Basket must be deposited in the Custodial Trust Unallocated Account in unallocated Bullion (i) Gold loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. 11:00 a.m. (London time) on the second third Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the The Authorized Participant elects loco London, shall bear all risk of any loss until the Authorized Participant must first agree Gold is credited to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swapTrust Unallocated Account.
f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Trust Allocated Account in connection with each Purchase Order. Upon receipt of such advice, the Trustee shall determine whether a deposit of Gold required to be made pursuant to Section 2.02e. has not been noted as deposited in the Trust Unallocated Account. In such event, the Trustee shall, by the Trustee’s close of business on the third Business Day following the Order Date, (i) send to the Custodian, via electronic mail message, a request that the Custodian confirm that the Custodian did not receive the anticipated deposit of Gold, and (ii) send to the Authorized Participant whose deposit was not received, via facsimile at the facsimile number specified by the Authorized Participant in the Purchase Order, a concurrent copy of such request.
g. On the second third Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 10:00 a.m. (New York time) on the date such issuance and Delivery is to take place:
(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion Gold has been deposited in the Trustee’s Custodial Trust Unallocated Account in compliance with the provisions of Section 2.02e. above above,
(ii) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Gold has been allocated to the Trust Allocated Account (other than up to 430 Fine Ounces of Gold held on an Unallocated Basis) and the Custodian is holding that Gold for the account of the Trust, and
(iiiii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500Transaction Fee, if applicable, and all taxes, governmental charges and fees payable in connection with such deposit, the transfer of Gold and the issuance and Delivery of Shares.
▇. ▇▇ h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i), (ii) and (iiiii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second third Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Trust Unallocated Account shall not have been credited with the required amount of Bullion Gold in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all damages, losses, costs and expenses incurred by the Trust, the Sponsor, the Trustee or the Custodian related to the cancelled Order.
i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, floods or extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a the Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays custodian and similar extraordinary events beyond the Custodian’s or the Trustee’s reasonable control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.
j. Except as provided in Sections 2.02d., 2.02f., 2.02h. and 2.02h.the Standard Terms, none of the Trustee, the Sponsor, Sponsor or the Custodian, nor any sub-custodian Custodian are under any duty, duty to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Gold Amount, and shall not incur any liability for the failure to give any such notification.
k. Purchase Orders The Creation of Shares may be suspended or rejected under the circumstances specified in the applicable Prospectus. Trust Agreement, these Procedures or the Standard Terms.
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