AUTHORIZED PARTICIPANT AGREEMENT FOR GREENHAVEN CONTINUOUS COMMODITY INDEX FUND
Exhibit 10.1
This Authorized Participant Agreement for Greenhaven Continuous Commodity Index Fund (this
“Agreement”) is entered into by and among the Greenhaven Continuous Commodity Index Fund (the
"Fund”), Greenhaven Commodity Services LLC, a Delaware limited liability company, managing owner of
the Fund (the “Managing Owner”), ALPS Distributors, Inc. (the “Distributor”) and ▇.▇. ▇▇▇▇▇▇
Securities Inc. (the “Authorized Participant”) and is subject to acceptance by The Bank of New York
(the “Transfer Agent”). The Transfer Agent serves as an agent for the Fund and is an Index Receipt
Agent as that term is defined in the rules of the National Securities Clearing Corporation
(“NSCC”).
As described in the Fund’s then-current prospectus as it may be supplemented or amended from
time to time (the “Prospectus”), the Fund will issue common units of beneficial interest, which
represent units of fractional undivided beneficial interest in and ownership of the Fund (the
"Units”). The Units may be created or redeemed through the Distributor by the Authorized
Participant in aggregations of 50,000 shares (each aggregation, a “Creation Basket” or “Redemption
Basket,” respectively; collectively, “Baskets”). Creation Baskets are offered only pursuant to the
registration statement of the Fund on Form S-1, as amended (Registration No.: 333138424), as
declared effective by the Securities and Exchange Commission (the “SEC”) on December 5, 2007 and as
the same may be amended and supplemented from time to time thereafter (collectively, the
"Registration Statement”). Authorized Participants are the only persons that may place orders to
create and redeem Baskets. The Prospectus provides that the Authorized Participant will
pay a transaction fee of five hundred dollars ($500) per order to create or redeem Baskets. The
Transaction Fee may be adjusted from time to time as set forth in the Prospectus. The Baskets
represent the minimum initial and subsequent investment amount for common units of beneficial units
of the Fund. All references to “cash” shall refer to U.S. Dollars (“USD”).
To the extent there is a conflict between any provision of this Agreement, other than the
indemnities provided in Section 10 herein, and the provisions of the Prospectus, the Prospectus
shall control. Capitalized terms not otherwise defined herein are used herein as defined in the
Prospectus.
This Agreement is intended to set forth certain premises and the procedures by which the
Authorized Participant may purchase and/or redeem (i) through the Continuous Net Settlement (“CNS”)
clearing processes of NSCC as such processes have been enhanced to effect purchases and redemptions
of Units, such processes being referred to herein as the “CNS Clearing Process,” or (ii) outside
the CNS Clearing Process (i.e., through the manual process of The Depository Trust Company (“DTC”))
(the “DTC Process”). The procedures for processing an order to purchase Units (each a “Purchase
Order”) and an order to redeem Units (each a “Redemption Order”) are described in the Fund’s
Prospectus and in Annexes I, 1-A, I-B and I-C to this Agreement. A copy of the
Purchase/Redemption Order Form is attached hereto as Annex I-B. All Purchase and Redemption
Orders must be made pursuant to the procedures set forth in the Prospectus and Annexes I, 1-A,
1-B and I-C hereto, as each may be amended by the Managing Owner or the Fund from time to time. An Authorized Participant may not cancel a Purchase Order or a Redemption Order
after an order is placed by the Authorized Participant.
The parties hereto in consideration of the premises and of the mutual
agreements contained herein agree as follows:
agreements contained herein agree as follows:
1. STATUS OF AUTHORIZED PARTICIPANT.
(a) The Authorized Participant hereby represents, covenants and warrants that with respect to
Purchase Orders or Redemption Orders of Units of the Fund (i) through the CNS Clearing Process, it
is a member of NSCC and an Authorized Participant in the CNS System of NSCC (as defined in the
Fund’s Prospectus, a “Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a
DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). The Authorized
Participant may place Purchase Orders or Redemption Orders for Units either through the CNS
Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and
redemption set forth in this Agreement, the Prospectus and Annexes I, I-A, I-B and I-C
hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized
Participant shall terminate this Agreement, and the Authorized Participant shall give prompt
written notice to the Distributor, the Fund and the Transfer Agent of such change.
(b) The Authorized Participant hereby represents and warrants that it, unless Section 1(c) is
applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the “1934 Act”), (ii) is qualified to act as a broker or dealer in the states or other
jurisdictions where it transacts business, and (iii) is a member in good standing of the Financial
Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will
maintain such registrations, qualifications and membership in good standing and in full force and
effect throughout the term of this Agreement. The Authorized Participant agrees to comply, in all
material respects, with all applicable United States federal laws, the laws of the states or other
jurisdictions concerned and the rules and regulations promulgated thereunder and with the
Constitution, By-Laws and Conduct Rules of the National Association of Securities Dealers (the
“NASD”), and that it will not knowingly offer or sell Units of the Fund in any state or
jurisdiction where they may not lawfully be offered and/or sold.
(c) If the Authorized Participant is offering or selling Units of the Fund in jurisdictions
outside the several states, territories and possessions of the United States and is not otherwise
required to be registered, qualified or a member of FINRA as set forth above, the Authorized
Participant nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which
such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the
Securities Act of 1933, as amended (the “1933 Act”) and the regulations promulgated thereunder, and
(iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules.
(d) The Authorized Participant represents, covenants and warrants that it has established and
presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent
the Authorized Participant from being used as a conduit for money laundering or other illicit
purposes or the financing of terrorist activities and is in compliance with the Program and all
anti-money laundering laws, regulations and rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ACT”).
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(e) The Authorized Participant understands and acknowledges that the method by which Units of
the Fund will be created and traded may raise certain issues under applicable securities laws. For
example, because new Units may be issued and sold by the Fund on an on-going basis, at any point a
"distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant
understands and acknowledges that sonic activities on its part, depending on the circumstances, may
result in its being deemed a participant in a distribution in a manner which could render it a
statutory underwriter and subject it to the prospectus delivery and liability provisions of the
1933 Act. The Authorized Participant should review the “Continuous Offering Period” section of the
Prospectus and consult with its own counsel in connection with entering into this Agreement and
placing an order. The Authorized Participant also understands and acknowledges that dealers who are
not “underwriters” but are effecting transactions in the Units, whether or not participating in the
distribution of the Units, are generally required to deliver a prospectus.
(f) The Authorized Participant has the capability to send and receive communications via
authenticated telecommunication facility to and from (i) the Distributor, ) (ii) The Bank of New
York acting in its capacity as the Fund’s transfer agent, and (iii) the Authorized Participant’s
custodian. The Authorized Participant shall confirm such capability to the satisfaction of the
Distributor and the Transfer Agent prior to placing its first order with the Fund acting through
its agent, the Transfer Agent (whether it is a Purchase Order or a Redemption Order).
2. EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS.
(a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the
Prospectus and the procedures described in Annexes I, 1-A, I-B and 1-C hereto. Each party
hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is
contemplated that the telephone lines used by the Transfer Agent will be recorded, and the
Authorized Participant hereby consents to the recording of all calls with the Transfer Agent. The
Managing Owner and the Distributor reserve the right to issue additional or other procedures
relating to the manner of purchasing or redeeming Units, and the Authorized Participant agrees to
comply with such procedures as may be issued from time to time provided it receives copies of such
procedures in writing.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for
which it is acting (whether as a customer or otherwise) that delivery of a Purchase Order or
Redemption Order shall be irrevocable, provided that the Fund and the Distributor on behalf of the
Managing Owner and the Distributor reserve the right to reject any Purchase Order until the trade
is released as “affirmed” as described in Annexes I, I-A, 1-B and I-C hereto and any
Redemption Order that is not in “proper form” as defined such Annexes and in the Prospectus.
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3. NSCC.
Solely with respect to Purchase Orders or Redemption Orders effected through the CNS Clearing
Process, the Authorized Participant, as a Participating Party, hereby authorizes the Transfer Agent
to transmit to the NSCC on behalf of the Authorized Participant such instructions consistent with
the instructions issued by the Authorized Participant to the Transfer Agent. The Authorized
Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent and
reported to NSCC as though such instructions were issued by the Authorized Participant directly to
NSCC.
4. PROSPECTUS, MARKETING MATERIALS AND REPRESENTATIONS.
(a) The Managing Owner will provide to the Authorized Participant copies of the then-current
Prospectus and any printed supplemental information in reasonable quantities upon request. The
Managing Owner represents, warrants and agrees that it will notify the Authorized Participant when
a revised, supplemented or amended Prospectus for the Fund is available and deliver or otherwise
make available to the Authorized Participant copies of such revised, supplemented or amended
Prospectus at such time and in such numbers as to enable the Authorized Participant to comply with
any obligation it may have to deliver such Prospectus to customers. The Managing Owner will make
such revised, supplemented or amended Prospectus available to the Authorized Participant no later
than its effective date. The Managing Owner shall be deemed to have complied with this Section 4
when the Authorized Participant has received such revised, supplemented or amended prospectus by
email at [ ]in printable form, with such number of hard copies as may be
agreed from time to time by the parties promptly thereafter.
(b) The Managing Owner and the Fund represent and warrant that (i) the Registration Statement
and the Prospectus contained therein conforms in all material respects to the requirements of the
1933 Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”)
thereunder and do not and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii) the sale and distribution of the Units as contemplated herein will not conflict
with or result in a breach or violation of any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Managing Owner or the Fund, and
(iii) no consent, approval, authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issuance and sale of the Units, except the
registration under the 1933 Act of the Units.
(c) The Authorized Participant represents, warrants and agrees that it will not
make any representations concerning the Units other than those contained in the Fund’s then-current
Prospectus or in any promotional materials or sales literature furnished to the Authorized
Participant by the Distributor, provided that copies of the then-current prospectus, or promotional
materials or sales literature, are promptly provided to Authorized Participant sufficiently in
advance of any such representation. The Authorized Participant agrees not to furnish or cause to be
furnished to any person or display or publish any information or materials relating to the Units
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(including, without limitation, promotional materials and sales literature, advertisements, press
releases, announcements, statements, posters, signs or other similar materials), except such
information and materials as may be furnished to the Authorized Participant by the Distributor and
such other information and materials as may be approved in writing by the Distributor. The
Authorized Participant understands that the Fund will not be advertised or marketed as an open-end
investment company, (i.e., as a mutual fund), which offers redeemable securities and that any
advertising materials will prominently disclose that the Units are not redeemable shares of the
Fund. In addition, the Authorized Participant understands that any advertising material that
addresses redemptions of the Units, including the Prospectus, will disclose that the owners of the
Units may acquire the Units and tender the Units for redemption to the Fund in whole Units only.
(d) Notwithstanding the foregoing, the Authorized Participant may without the written approval
of the Distributor prepare and circulate in the regular course of its business research reports
that include information, opinions or recommendations relating to the Units (i) for public
dissemination, provided that such research reports compare the relative merits and benefits of the
Units with other products and are not used for purposes of marketing the Units and (ii) for
internal use by the Authorized Participant, providing that neither the Managing Owner, the Fund nor
the Distributor shall be liable for any untrue statements or omissions contained in any business
research reports prepared and circulated by the Authorized Participant in accordance with this
Section 4(d).
5. TRANSACTION FEE.
In connection with each order by the Authorized Participant to create or redeem one or more
‘Baskets, the F-und shall charge, and the Authorized Participant shall pay from its DTC account to
the Fund, the Transaction Fee prescribed in the Fund’s Prospectus applicable to such creation or
redemption. The initial Transaction Fee shall be five hundred dollars ($500) per Basket. The
Transaction Fee may be adjusted from time to time as set forth in the Prospectus.
6. ROLE OF AUTHORIZED PARTICIPANT.
(a) The Authorized Participant acknowledges and agrees that for all purposes of this
Agreement, the Authorized Participant will be deemed to be an independent contractor and will have
no authority to act as agent for the Managing Owner, the Fund, the Distributor, the Transfer Agent
or the Authorized Participant’s custodian in any matter or in any respect. The Authorized
Participant agrees to make itself and its employees available, upon request, during normal business
hours to consult with the Managing Owner, the Fund, the Distributor, the Transfer Agent or the
Authorized Participant’s custodian or their designees concerning the performance of the Authorized
Participant’s responsibilities under this Agreement.
(b) In executing this Agreement, the Authorized Participant agrees in connection with any
purchase or redemption transactions in which it acts for a customer or for any other Authorized
Participant or indirect participant, or any other shareholder in an underlying shares account
(“Beneficial Owner”), that it shall extend to any such party all of the rights, and shall be bound
by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes
hereunder or in accordance with the Prospectus.
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(c) The Authorized Participant agrees to maintain records of all sales of the Units
made by or through it and to furnish copies of such records to the Managing Owner, the Fund or the
Distributor upon the request of any of these parties.
7. AUTHORIZED PERSONS OF THE AUTHORIZED PARTICIPANT.
Concurrently with the execution of this Agreement and from time to time thereafter as may be
requested by the Managing Owner, the Fund or the Distributor, the Authorized Participant shall
deliver to such parties, with copies to the Transfer Agent at the address specified below, duly
certified as appropriate by its Secretary or other duly authorized official, a certificate in a
form approved by the Fund (see Annex III to this Agreement) setting forth the names and
signatures of all persons authorized to give instructions relating to any activity contemplated
hereby or any other notice, request or instruction on behalf of the Authorized Participant (each
such person an “Authorized Person”). Such certificate may be accepted and relied upon by the
Managing Owner, the Fund or the Distributor as conclusive evidence of the facts set forth therein
and shall be considered to be in full force and effect until delivery to such parties of a
superseding certificate in a form approved by the Managing Party, the Fund or the Distributor
bearing a subsequent date. Upon the termination or revocation of authority of such Authorized
Person by the Authorized Participant, the Authorized Participant shall give immediate written
notice of such fact to the Managing Owner, the Fund and the Distributor and such notice shall be
effective upon receipt by each of such parties. The Fund acting through its agent, the Transfer
Agent, shall issue to each Authorized Participant a unique personal identification number (“PIN
Number”) by which such Authorized Participant shall be identified and instructions issued by the
Authorized Participant hereunder shall be authenticated. The PIN Number shall be kept confidential
and only provided to Authorized Persons. If after issuance, an Authorized Participant’s PIN Number
is changed, the new PIN Number will become effective on a date mutually agreed upon by the
Authorized Participant and the Fund acting through its agent, the Transfer Agent.
8. REDEMPTION.
The Authorized Participant understands and agrees that Redemption Orders may be submitted only
on days other than a day when banks in New York City are required or permitted to be closed. The
Authorized Participant represents and warrants that it will not attempt to place a Redemption Order
for the purpose of redeeming any Unit of the Fund unless it first ascertains that it or its
customer, as the case may be, owns outright or has full legal authority and legal and beneficial
right to tender for redemption the requisite number of Units of the Fund to be redeemed and to the
entire proceeds of the redemption and that such Units have not been loaned or pledged to another
party and are not the subject of a repurchase agreement, securities lending agreement or any other
arrangement that would preclude the delivery of such Units to the Transfer Agent on behalf of the
Fund in accordance with the Prospectus or as otherwise required by the Fund. The Authorized
Participant understands that the Units may be redeemed only when one or more Units of a Beneficial
Owner are held in the account of a single Authorized Participant.
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9. BENEFICIAL OWNERSHIP.
(a) With respect to any creation or redemption transaction made by the Authorized Participant
pursuant to this Agreement for the benefit of any customer or any other DTC Participant or any
other Beneficial Owner, the Authorized Participant shall extend to any such party all of the rights
and shall be bound by all of the obligations of a DTC Participant in addition to any obligations
that it undertakes hereunder.
(b) Upon reasonable request by the Managing Owner, the Authorized Participant will, subject to
any limitations arising under federal or state securities laws relating to privacy or other
obligations it may have to its customers, provide the Managing Owner written notice indicating the
number of Fund shares that the Authorized Participant may hold as record holder and the amount of
such shares that it holds for the benefit of other broker-dealers that clear and settle
transactions in Fund shares through the Authorized Participant, in each case as of the date of such
request and with respect to the Fund. In addition, the Authorized Participant agrees, upon request
of the Managing Owner, and subject to applicable laws, rules and regulations, to transmit to its
account holders who are beneficial owners of Fund shares, such written materials received from the
Managing Owner (including notices, annual reports, disclosure or other informational or tax
materials and any amendments or supplements thereto and communications) as may be required to be
transmitted to Beneficial Owners pursuant to the Prospectus or applicable law, provided that the
expenses associated with such transmissions shall be borne by the Managing Owner in accordance with
usual custom and practice in respect of such communications.
10. INDEMNIFICATION.
This Section 10 shall survive the termination of this Agreement.
(a) The Authorized Participant hereby agrees to indemnify and hold harmless the Managing
Owner, the Distributor and the Fund, and their respective subsidiaries, affiliates, directors,
officers, employees and agents, and each person, if any, who controls such persons within the
meaning of Section 15 of the 1933 Act (each an “AP Indemnified Party”) from and against any loss,
liability, cost and expense (including attorneys’ fees) incurred by such AP Indemnified Party as a
result of (i) any breach by the Authorized Participant of any provision of this Agreement that
relates to such Authorized Participant, (ii) any failure on the part of the Authorized Participant
to perform any of its obligations set forth in the Agreement, (iii) any failure by the Authorized
Participant to comply, in all material respects, with applicable laws, including rules and
regulations of self-regulatory organizations, (iv) actions of such AP Indemnified Party in reliance
upon any instructions issued in accordance with Annexes I, I-A, I-B, I-C and II hereto (as each may
be amended from time to time) reasonably believed by such AP Indemnified Party to be genuine and to
have been given by the Authorized Participant, or (v) any representation by the Authorized
Participant, its employees or its agents or other representatives about the Units or any AP
Indemnified Party that is not consistent with the Fund’s then-current Prospectus made in connection
with the offer or the solicitation of an offer to buy or sell the Units provided that the Managing
Owner has complied with Section 4(a) of this Agreement, unless such representation, statement or
omission was made or included by an AP Indemnified Party at the written direction of the Fund or
the Distributor or is based upon any omission or alleged omission by the Fund or the
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Distributor to state a material fact in connection with such representation, statement or omission
necessary to make such representation, statement or omission not misleading. The Authorized
Participant and the Distributor understand and agree that the Fund as a third-party beneficiary to
this Agreement is entitled and intends to proceed directly against the Authorized Participant in
the event that the Authorized Participant fails to honor any of its obligations pursuant to this
Agreement that benefit the Fund. The Authorized Participant shall not be liable to the AP
Indemnified Party for any damages arising out of mistakes or errors in data provided to the
Authorized Participant, or mistakes or errors by, or out of interruptions or delays of
communications with the AP Indemnified Parties due to any action of a service provider to the Fund.
(b) The Distributor hereby agrees to indemnify and hold harmless the Authorized Participant,
its respective subsidiaries, affiliates, directors, officers, employees and agents, and each
person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a
"Distributor Indemnified Party”) from and against any loss, liability, cost and expense (including
attorneys’ fees) incurred by such Distributor Indemnified Party as a result of (i) any breach by
the Distributor of any provision of this Agreement that relates to the Distributor, (ii) any
failure on the part of the Distributor to perform any of its obligations set forth in this
Agreement, (iii) any failure by the Distributor to comply, in all material respects, with
applicable laws, including rules and regulations of self-regulatory organizations, (iv) actions of
a Distributor Indemnified Party in reliance upon any instructions issued or representations made in
accordance with Annexes I, I-A, I-B, I-C and II hereto (as each may be amended from time to time)
reasonably believed by a Distributor Indemnified Party to be genuine and to have been given by the
Distributor, (v) any representation by the Distributor, its employees or its agents or other
representatives about the Units or any AP Indemnified Party that is not consistent with the Fund’s
then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or
sell the Units, unless such representation was made or included by a Distributor Indemnified Party
at the written direction of the Authorized Participant or is based upon any omission or alleged
omission by the Authorized Participant to state a material fact in connection with such
representation necessary to make such representation not misleading, or (vi) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement of the Rind
or in any amendment thereof, or in any prospectus or any statement of additional information, or
any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in connection with the Authorized Participant’s acting
in its capacity as an Authorized Participant. The Distributor shall not be liable to any
Distributor Indemnified Party for any damages arising out of mistakes or errors in data provided to
the Distributor, or mistakes or errors by, or out of interruptions or delays of communications with
the Distributor Indemnified Parties, due to any action of a service provider to the Fund.
(c) The Managing Owner and the Fund hereby agree to indemnify and hold harmless the Authorized
Participant, and its respective subsidiaries, affiliates, directors, officers, employees and
agents, and each person, if any, who controls such persons within the meaning of Section 15 of the
1933 Act (each an “Managing Owner Indemnified Party”) from and against any loss, liability, cost
and expense (including attorneys’ fees) incurred by such Managing Owner Indemnified Party as a
result of (i) any breach by the Managing Owner or the Fund of any
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provision of this Agreement that relates to the Managing Owner or the Fund, (ii) any failure on the
part of the Managing Owner or the Fund to perform any of its obligations set forth in the
Agreement, (iii) any failure by the Managing Owner or the Fund to comply, in all material respects,
with applicable laws, including rules and regulations of self-regulatory organizations, (iv)
actions of such Managing Owner Indemnified Party in reliance upon any instructions issued in
accordance with Annexes I, I-A, I-B, I-C and II hereto (as each may be amended from time to time)
reasonably believed by the Managing Owner Indemnified Party to be genuine and to have been given by
the Managing Owner or the Fund, or (v)(1) any representation by the Managing Owner or the Funds or
their employees or agents or other representatives about the Units or any Managing Owner
Indemnified Party that is not consistent with the Fund’s then-current Prospectus made in connection
with the offer or the solicitation of an offer to buy or sell the Units and (2) any untrue
statement or alleged untrue statement of a material fact contained in any research reports,
marketing material and sales literature described in Section 4 hereof or any alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent that such statement or omission relates to the Units or any
Managing Owner Indemnified Party, unless, in either case, such representation, statement or
omission was made or included by a Managing Owner Indemnified Party at the written direction of the
Fund or the Distributor or is based upon any omission or alleged omission by the Fund or the
Distributor to state a material fact in connection with such representation, statement or omission
necessary to make such representation, statement or omission not misleading. Neither the Managing
Owner nor the Fund shall be liable to the Managing Owner Indemnified Party for any damages arising
out of mistakes or errors in data provided to the Managing Owner or the Fund by the Managing Owner
Indemnified Party, or mistakes or errors by, or out of interruptions or delays of communications
with the Managing Owner Indemnified Parties, due to any action of a service provider to the Fund.
(d) This Section 10 shall not apply to the extent any such losses, liabilities, damages, costs
and expenses are incurred as a result or in connection with any gross negligence, bad faith or
willful misconduct on the part of an AP Indemnified Party, a Distributor Indemnified Party or a
Managing Owner Indemnified Party, as the case may be. The term “affiliate” in this Section 10 shall
include, with respect to any person, entity or organization, any other person, entity or
organization which directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such person, entity or organization.
11. LIMITATION OF LIABILITY.
(a) The Distributor, the Managing Owner and the Fund acting on its own behalf or through its
agent, the Transfer Agent, undertake to perform such duties and only such duties as are expressly
set forth herein, or expressly incorporated herein by reference, and no implied covenants or
obligations shall be read into this Agreement against the Distributor, the Managing Owner or the
Fund.
(b) In the absence of bad faith, negligence or willful misconduct on its part, neither the
Distributor, the Managing Owner nor the Fund, whether acting directly or through agents (including
the Transfer Agent) or attorneys as provided in paragraph (d) below, shall be liable for any action
taken, suffered or omitted or for any error of judgment made by any of them in the performance of
their duties hereunder. Neither the Distributor, the Managing Owner nor the Fund
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acting on its own behalf or through its agent, the Transfer Agent, shall be liable for any error of
judgment made in good faith unless the party exercising such shall have been negligent in
ascertaining the pertinent facts necessary to make such judgment. In no event shall the
Distributor, the Managing Owner or the Fund acting on its own behalf or through its agent, the
Transfer Agent, be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profit), even if such parties have been advised of
the likelihood of such loss or damage and regardless of the form of action. In no event shall the
Distributor, the Managing Owner or the Fund acting on its own behalf or through its agent, the
Transfer Agent, be liable for the acts or omissions of DTC or any other securities depository or
clearing corporation.
(c) Neither the Distributor, the Managing Owner nor the Fund acting on its own behalf or
through its agent, the Transfer Agent, shall be responsible or liable for any failure or delay in
the performance of their obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including without limitation: acts of
God; earthquakes; fires; floods; wars; civil or military disturbances; terrorism; sabotage;
epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software)
or communications service; accidents; labor disputes; acts of civil or military authority or
governmental actions.
(d) The Distributor, the Managing Owner and the Fund may conclusively rely upon, and shall be
fully protected in acting or refraining from acting upon, any communication authorized hereby and
upon any written or oral instruction, notice, request, direction or consent reasonably believed by
them to be genuine.
(e) The Transfer Agent shall not be required to advance, expend or risk its own funds or
otherwise incur or become exposed to financial liability in the performance of its duties
hereunder, except as may be required as a result of its own gross negligence, willful misconduct or
bad faith.
(f) Tax Liability. To the extent any payment of any transfer tax, sales or use tax,
stamp tax, recording tax, value added tax or any other similar tax or government charge applicable
to the creation or redemption of any Unit made pursuant to this Agreement is imposed, the
Authorized Participant shall be responsible for the payment of such tax or government charge
regardless of whether or not such tax or charge is imposed directly on the Authorized Participant.
To the extent the Fund or the Distributor is required by law to pay any such tax or charge, the
Authorized Participant agrees to promptly indemnify such party for any such payment, together with
any applicable penalties, additions to tax or interest thereon.
12. ACKNOWLEDGMENT.
The Authorized Participant acknowledges receipt of the Prospectus and represents that it has
reviewed and understands such documents.
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13. NOTICES.
Except as otherwise specifically provided in this Agreement, all notices required or permitted
to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United States first class mail,
return receipt requested, or by telex, telegram or facsimile or similar means of same day delivery
(with a confirming copy by mail). Unless otherwise notified in writing, all notices to the Fund
shall be at the address or telephone, facsimile or telex numbers as follows:
| Attn: | Greenhaven Continuous Commodity Index Fund ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ P: (▇▇▇) ▇▇▇-▇▇▇▇; F: (▇▇▇) ▇▇▇-▇▇▇▇ |
All notices to the Managing Owner, the Fund, the Authorized Participant, the Distributor and
the Transfer Agent shall be directed to the address or telephone, facsimile or telex numbers
indicated below the signature line of such party.
14. EFFECTIVENESS, TERMINATION AND AMENDMENT.
(a) This Agreement shall become effective immediately after execution and delivery to the
Distributor upon notice by the Distributor to the Authorized Participant. A “Business Day” shall
mean each day other than a day when banks in New York City are required or permitted to be closed.
This Agreement may be terminated at any time by any party upon sixty (60) days’ prior written
notice to the other parties and may be terminated earlier by the Distributor at any time in the
event of a breach by the Authorized Participant of any provision of this Agreement or the
procedures described or incorporated herein. This Agreement supersedes any prior such agreement
between or among the parties.
(b) This Agreement may be amended by the parties from time to time without the consent of any
Beneficial Owner by the following procedure. The Distributor will mail a copy of the amendment to
the Authorized Participant and the Transfer Agent. For purposes of this Agreement, mail will be
deemed received by the recipient thereof on the fifth (5th) Business Day following the deposit of
such mail into the U.S. Postal system. If neither the Authorized Participant nor the Transfer Agent
objects in writing to the amendment within five (5) days after its receipt, the amendment will
become part of this Agreement in accordance with its terms.
15. GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York (regardless of the laws that might otherwise govern under applicable New York conflict of
laws principles) as to all matters, including matters of validity, construction, effect,
performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts
of the State of New York and of any federal court located in the Borough of Manhattan in such State
in connection with any action, suit or other proceeding arising out of or relating to this
Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens
and any objections as to laying of venue. Each party further waives personal service of any
summons, complaint or other process and agrees that service thereof may be made by certified or
registered mail directed to such party at such party’s address for purposes of notices hereunder.
11
Each party hereto each hereby irrevocably waives any and all rights to trial by jury in any legal
proceeding arising out of or relating to this Agreement.
16. SUCCESSORS AND ASSIGNS.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns.
17. ASSIGNMENT.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party without the prior written consent of the other parties, except that any
entity into which a party hereto may be merged or converted or with which it may be consolidated or
any entity resulting from any merger, conversion or consolidation to which such party hereunder
shall be a party, or any entity succeeding to all or substantially all of the business of the
party, shall be the successor of the party under this Agreement. The party resulting from any such
merger, conversion, consolidation or succession shall notify the other parties hereto of the
change. Any purported assignment in violation of the provisions hereof shall be null and void.
18. INTERPRETATION.
The article and section headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in any way affect the meaning
or interpretation of ibis Agreement.
19. ENTIRE AGREEMENT.
This Agreement, along with any other agreement or instrument delivered pursuant to this
Agreement, supersede all prior agreements and understandings between the parties with respect to
the subject matter hereof.
20. SEVERANCE.
If any provision of this Agreement is held by any court or any act, regulation, rule or
decision of any other governmental or supra national body or authority or regulatory or
self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be
invalid, illegal or unenforceable only to the extent so held and shall not affect the validity,
legality or enforceability of the other provisions of this Agreement and this Agreement will be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein,
unless the Distributor determines in its discretion, after consulting with the Fund, that the
provision of this Agreement that was held invalid, illegal or unenforceable does affect the
validity, legality or enforceability of one or more other provisions of this Agreement, and that
this Agreement should not be continued without the provision that was held invalid, illegal or
unenforceable, and in that case, upon the Distributor’s notification to the Fund of such a
determination, this Agreement shall immediately terminate and the Distributor will so notify the
Authorized Participant immediately.
12
21. NO STRICT CONSTRUCTION.
The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction will be applied against any party.
22. SURVIVAL.
Section 10 (Indemnification) hereof shall survive the termination of this Agreement.
23. OTHER USAGES.
The following usages shall apply in interpreting this Agreement: (i) references to a
governmental or quasigovernmental agency, authority or instrumentality shall also refer to a
regulatory body that succeeds to the functions of such agency, authority or instrumentality; and
(ii) “including” means “including, but not limited to.”
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be
an original copy of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of
the day and year written below.
DATED:
Greenhaven Continuous Commodity Index Fund
By: Greenhaven Commodity Services LLC, Managing Owner
By: Greenhaven Commodity Services LLC, Managing Owner
By:
|
/s/Asmhead ▇▇▇▇▇▇▇ | |
Name:
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title:
|
President | |
Address:
|
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
Telephone:
|
▇▇▇-▇▇▇-▇▇▇▇ | |
Facsimile:
|
▇▇▇-▇▇▇-▇▇▇▇ |
Greenhaven Commodity Services LLC, Managing Owner
By:
|
/s/Asmhead ▇▇▇▇▇▇▇ | |
Name:
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title:
|
President | |
Address:
|
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
Telephone:
|
▇▇▇-▇▇▇-▇▇▇▇ | |
Facsimile:
|
▇▇▇-▇▇▇-▇▇▇▇ |
ALPS Distributors, Inc.
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name :
|
▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title:
|
Secretary | |
Address:
|
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
Telephone:
|
▇▇▇-▇▇▇-▇▇▇▇ | |
Facsimile:
|
▇▇▇-▇▇▇-▇▇▇▇ |
14
▇.▇. ▇▇▇▇▇▇ Securities Inc.
By:
|
/s/ (▇▇▇▇▇▇) ▇▇▇▇▇▇ ▇▇▇ | |
Name:
|
(▇▇▇▇▇▇) ▇▇▇▇▇▇ ▇▇▇ | |
Title:
|
Vice President | |
Address:
|
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ | ||
Telephone:
|
▇▇▇-▇▇▇-▇▇▇▇ | |
Facsimile:
|
▇▇▇-▇▇▇-▇▇▇▇ |
Accepted by: The Bank of New York as Transfer Agent
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Name:
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Title:
|
EVP | |
Telephone: |
||
Facsimile: |
15
CREATION AND REDEMPTION PROCEDURES
Scope of Procedures and Overview
These procedures (the “Procedures”) describe the processes by which one or more Baskets of
Greenhaven Continuous Commodity Index Fund Units (the “Units”) may be purchased by an Authorized
Participant, or, once Units have been issued, redeemed by an Authorized Participant. Units may be
created or redeemed only in blocks of 50,000 Units (each such block, a “Basket”). Terms not defined
in these Procedures shall have the same meaning set forth in the Authorized Participant Agreement
for Greenhaven Continuous Commodity Index Fund by and among the Greenhaven Continuous Commodity
Index Fund (the “Fund”), Greenhaven Commodity Services LLC, a Delaware limited liability company,
managing owner of the Fund (the “Managing Owner”), ALPS Distributors, Inc. (the “Distributor”) and
▇.▇. ▇▇▇▇▇▇ Securities Inc. (the “Authorized Participant”) and is subject to acceptance by The Bank
of New York (the “Transfer Agent”) (the “Agreement”).
For purposes of these Procedures, a “Business Day” means any day other than a day when banks in New
York City are required or permitted to be closed.
Baskets are issued pursuant to the Prospectus, which will be delivered by the Distributor to the
Authorized Participant prior to its execution of the Agreement and are issued and redeemed in
accordance with the Agreement. Baskets may be issued and redeemed on any Business Day by the
Transfer Agent in exchange for cash, which the Transfer Agent receives from the Authorized
Participant or transfers to the Authorized Participant, in each case on behalf of the Fund.
Upon the execution of the Agreement, the Transfer Agent will assign a personal identification
number (a “PIN number”) to each Authorized Person authorized to act for the Authorized Participant.
This will allow the Authorized Participant through its Authorized Person(s) to place Purchase
Order(s) or Redemption Order(s) for Baskets.
Important Notes:
• Any Order is subject to rejection by the Fund or the Distributor, as agent of the
Fund, for the reasons set forth in the Agreement.
• All Orders are subject to the provisions of the Prospectus and the Agreement relating
to unclear or ambiguous instructions.
• The Authorized Participant, and each distributor offering and selling Units as part of
the distribution of such Units, shall comply with the prospectus delivery and disclosure
requirements of the 1933 Act as well as the analogous requirements under the CEA, including, the
requirement that prospective investors provide an acknowledgement of receipt of such disclosure materials prior to
the payment for any Units.
16
CREATION PROCESS
An Order to purchase one or more Baskets placed by an Authorized Participant with the Transfer
Agent by 10:00 AM New York time (the “Order Cut-Off Time”) on a Business Day (such day, “CREATION
T”) results in the transfer to the Authorized Participant’s account at The Depository Trust Company
(“DTC”) of Baskets the Authorized Participant has purchased, in most instances, by 9:00 AM New York
time on CREATION T ±1:
CREATION PROCEDURES
1. By the Order Cut-Off Time (10:00 AM New York time), an Authorized Person of the Authorized
Participant calls the Transfer Agent at ▇▇▇-▇▇▇-▇▇▇▇, 4968, 4969, 4970 to notify such agent that
the Authorized Participant wishes to place a Purchase Order to create an identified number of
Baskets and to request that it be provided with an order number (an “Order Number”). The Authorized
Person provides a PIN number as identification. The Transfer Agent provides the Authorized
Participant with an Order Number for the Authorized Participant’s Purchase Order form. The
Authorized Participant then completes and faxes to the Transfer Agent the Purchase Order Form
included as Annex to the Agreement. The Purchase Order form must include the Authorized
Person’s signature, the number of Baskets being purchased and the Order Number.
2. If the Transfer Agent has not received the Purchase Order fofin from the Authorized
Participant within 15 minutes after the Transfer Agent receives the phone call from the Authorized
Participant referenced in item (1) above, the Transfer Agent places a phone call to the Authorized
Participant to enquire about the status of the Order. If the Authorized Participant does not fax
the Purchase Order form to the Transfer Agent within 15 minutes after the Transfer Agent’s phone
call, the Authorized Participant’s Order is cancelled. The Transfer Agent will then notify the
Authorized Participant that the Order has been cancelled via telephone call.
3. If the Transfer Agent has received the Authorized Participant’s Purchase Order Form on time
in accordance with the preceding timing rules, then by 1:00 PM New York time the Transfer Agent
returns to the Authorized Participant a copy of the Purchase Order Form submitted, marking it
"Affirmed.”
4. Based on the Purchase Orders placed with it on CREATION T, the Transfer Agent sends a
facsimile to the Distributor indicating the total number of creation units and total amount of cash
for which the Transfer Agent will require an allocation into the custodial accounts of,
respectively, the Authorized Participant and the Fund on CREATION T+1. If the Distributor rejects a
Purchase Order pursuant to the Agreement after the foregoing messages are provided by the Transfer
Agent, the Distributor will notify the Transfer Agent of such rejection as soon as practicable but,
in any event, by 1:30 PM New York time the same day, identifying the Authorized Participant whose
Purchase Order was rejected and the amount of Units contained in the rejected Purchase Order. The
Distributor will address any such rejection notifications received after 1:30 PM New York time only
on a best efforts basis.
17
REDEMPTION PROCESS
An order to redeem one or more Baskets placed by an Authorized Participant with the Transfer
Agent by 10:00 AM New York time on a Business Day (such day, “REDEMPTION T”) results in the
following taking place by 12:00 PM New York time on REDEMPTION T+1:
• Transfer to the account at DTC and the subsequent cancellation of the relevant number
of the Authorized Participant’s Baskets; and
• Transfer to the Authorized Participant by credit to the Authorized Participant’s
account of cash, if any, in the relevant amount(s) corresponding to the Baskets delivered for
redemption (the “Redemption Distribution”).
REDEMPTION PROCEDURES
REDEMPTION T (REDEMPTION ORDER TRADE DATE)
1. By the Order Cut-off Time, an Authorized Person of the Authorized Participant calls the
Transfer Agent at ▇▇▇-▇▇▇-▇▇▇▇, 4968, 4969, 4970 to notify the Transfer Agent that the Authorized
Participant wishes to place a Redemption Order with the Transfer Agent to redeem an identified
number of Baskets and to request that the Transfer Agent provide an Order Number. The Authorized
Person provides a PIN number as identification to the Transfer Agent. The Transfer Agent provides
the Authorized Participant with an Order Number for the Authorized Participant’s Redemption Order
Form. The Authorized Participant then completes and faxes to the Transfer Agent the Redemption
Order Form included as Exhibit B to the Authorized Participant Agreement. The Redemption Order Form
must include the Authorized Person’s signature, the number of Baskets redeemed, and the Order
Number previously provided by the Transfer Agent.
2. If the Transfer Agent has not received the Redemption Order Form from the Authorized
Participant within 15 minutes after the Transfer Agent receives the phone call from the Authorized
Participant referenced in item (1) above, the Transfer Agent places a phone call to the Authorized
Participant to enquire about the status of the Order. If the Authorized Participant does not fax
the Redemption Order Form to the Transfer Agent within 15 minutes after the Transfer Agent’s phone
call, the Authorized Participant’s Order is cancelled. The Transfer Agent will then notify the
Authorized Participant that the Order has been cancelled via telephone call.
3. If the Transfer Agent has received the Authorized Participant’s Redemption Order Form on
time in accordance with the preceding timing rules, then by 1:00 PM New York. time the Transfer
Agent returns to the Authorized Participant a copy of the Redemption Order Form submitted, marking
it “Affirmed.” The Transfer Agent also indicates on the Redemption Order Form the amount of cash,
if any, to be delivered in the Redemption Distribution, and provides details of the method of
payment to be used for the Transaction Fee and the method of delivery of the cash portion, if any,
of the Redemption Distribution.
18
4. By 1:00 PM New York time, the Transfer Agent sends a facsimile containing instructions to
the Distributor to transfer on REDEMPTION T+1 from the custodial accounts of, respectively, the
Authorized Participant and the Fund (“deallocate”) the total number of creation units and the total
amount of cash required to settle the Redemption Orders received by the Transfer Agent on
REDEMPTION T. If the Distributor rejects a Redemption Order pursuant to the Authorized Participant
Agreement after the foregoing message is sent, the Distributor will notify the Transfer Agent of
such rejection as soon as practicable but, in any event, by 1:30 PM New York time the same day,
identifying the Authorized Participant whose Redemption Order was rejected and the amount of Units
contained in the rejected Redemption Order. The Distributor will address any such rejection
notifications received after 1:30 PM New York time only on a best efforts basis.
REDEMPTION T+1
1. By 12:00 PM New York time, the Authorized Participant delivers free to the relevant account
at DTC the Baskets to be redeemed.
2. If the Transfer Agent does not receive from a redeeming Authorized Participant all Units
comprising the Baskets being redeemed by 12:00 PM New York time, (i) the Transfer Agent will, only
upon instruction from the Fund, settle the Redemption Order to the extent of whole Baskets received
from the Authorized Participant and (ii) the Distributor will keep the redeeming Authorized
Participant’s Redemption Order open until 12:00 PM New York time on the following Business Day
(REDEMPTION T+2) as to the balance of the Redemption Order (such balance, the “Suspended Redemption
Order”). For each day (whether or not a Business Day) the Redemption Order is held open, the
Authorized Participant will be charged the greater of $300 or $30 times the number of Baskets
included in the Suspended Redemption Order, as determined in the sole discretion of the Fund.
19
INITIAL CREATION PROCEDURES
Scope of Procedures and Overview
These procedures (the “Initial Procedures”) describe the process by which one or more Baskets of
the Units) may be purchased by an Authorized Participant. Units may be created only in blocks of
50,000 Units (each such block, a “Basket”). Terms not defined in these Procedures shall have the
same meaning set forth in the Agreement.
For purposes of these Initial Procedures, a “Business Day” is defined as any day other than a day
when banks in New York City are required or permitted to be closed.
Baskets are issued pursuant to the Prospectus, which will be delivered by the Distributor to the
Authorized Participant prior to its execution of the Agreement and are issued in accordance with
the Agreement. Baskets may be issued on any Business Day by the Distributor in exchange for cash,
which the Transfer Agent receives from the Authorized Participant on behalf of the Fund.
Upon acceptance of the Agreement, the Transfer Agent will assign a personal identification number
(a “PIN number”) to the Authorized Person authorized to act for the Authorized Participant. This
will allow the Authorized Participant through its Authorized Person(s) to place the initial
purchase order for Baskets.
Important Notes:
• Any Order is subject to rejection by the Fund or the Distributor, as agent of the
Fund, for the reasons set forth in the Agreement.
• All Orders are subject to the provisions of the Prospectus and the Agreement relating
to unclear or ambiguous instructions.
• The Authorized Participant, and each distributor offering and selling Units as part of
the distribution of such Units, shall comply with the prospectus delivery and disclosure
requirements of the 1933 Act as well as the analogous requirements under the Commodity Exchange
Act, including, the requirement that prospective investors provide an acknowledgement of receipt of
such disclosure materials prior to the payment for any Units.
• The Authorized Participant will purchase Creation Baskets at an initial offering price
per Unit equal to the closing price of GCCIV as listed on the AMEX on the last Business Day prior
to the effective date of the Registration Statement. The effective date will be the date the first
Creation Basket is sold and the proceeds are invested.
CREATION PROCESS
An order to purchase one or more of the initial Baskets placed by the Authorized Participant with
the Transfer Agent by 10:00 AM New York time (the “Order Cut-Off Time”) on a Business Day (such
day, “CREATION T”) results in the transfer to the Authorized Participant’s account at The
Depository Trust Company (“DTC”) of Baskets the Authorized Participant has purchased by 12:00 PM
New York time on CREATION T+0 if payment for such Baskets has been received by the Transfer Agent
prior to that time:
CREATION PROCEDURES
1. By the Order Cut-Off Time (the earlier of the close of regular trading on the AMEX or 9:00
AM New York time), an Authorized Person of the Authorized Participant calls the Transfer Agent at
▇▇▇-▇▇▇-▇▇▇▇, 4968, 4969, 4970 to notify such agent that the Authorized Participant wishes to place
a Purchase Order to create an identified number of Baskets and to request that it be provided with
an order number (an “Order Number”). The Authorized Person provides a PIN number as identification.
The Transfer Agent provides the Authorized Participant with an Order Number for the Authorized
Participant’s Purchase Order Form. The Authorized Participant then completes and faxes to the
Transfer Agent the Purchase Order Form included as Annex 1-B to the Agreement. The Purchase
Order Form must include the Authorized Person’s signature, the number of Baskets being purchased,
and the Order Number.
2. If the Transfer Agent has not received the Purchase Order Form from the Authorized
Participant within 15 minutes after the Transfer Agent receives the phone call from the Authorized
Participant referenced in item {1) above, the Transfer Agent places a phone call to the Authorized
Participant to enquire about the status of the Order. If the Authorized Participant does not fax
the Purchase Order Fo -rn to the Transfer Agent within 15 minutes after the Transfer Agent’s phone call, the Authorized Participant’s Order is cancelled. The Transfer Agent will then notify the Authorized Participant that the Order has been cancelled via telephone call.
3. If the Transfer Agent has received the Authorized Participant’s Purchase Order Form on time
in accordance with the preceding timing rules, then by 10:00 AM New York time the Transfer Agent
returns to the Authorized Participant a copy of the Purchase Order Form submitted, marking it
"Affirmed.”
4. Based on the Purchase Orders placed with it on CREATION T, the Transfer Agent sends a
facsimile to the Distributor indicating the total number of creation units and total amount of cash
for which the Transfer Agent will require an allocation into the custodial accounts of,
respectively, the Authorized Participant and the Fund on CREATION T+0. If the Distributor rejects a
Purchase Order pursuant to the Authorized Participant Agreement after the foregoing messages are
provided by the Transfer Agent, the Distributor will notify the Transfer Agent of such rejection as
soon as practicable but, in any event, by 10:30 AM New York time the same day, identifying the
amount of cash contained in the rejected Purchase Order. The Distributor will address any such
rejection notifications received after 10:30 AM New York time only on a best efforts basis.
21
PURCHASE/ REDEMPTION ORDER FORM
| CONTACT INFORMATION FOR ORDER EXECUTION: | ||||
| Telephone order number: | Telex Number: | |||
| Facsimile number: | Business Number: | |||
ALL ITEMS IN PART I MUST BE COMPLETED BY AN AUTHORIZED PARTICIPANT. THE DISTRIBUTOR AND/OR THE
FUND, IN THEIR DISCRETION, MAY REJECT ANY ORDER NOT SUBMITTED IN COMPLETE FORM OR CONTAINING
AMBIGUOUS INSTRUCTIONS.
I. TO BE COMPLETED BY AUTHORIZED PARTICIPANT
Date:
|
Time: | |
Broker Name:
|
Firm Name: | |
NSCC/DTC Participant No.
|
Telex Number: | |
Telephone Number:
|
Fax Number: | |
Authorized Person
|
Number of Creation Units (1 CU = 50,000 shares) being transacted:
Number Written Out:
Number of Redemption Units (1 RU = 50,000 shares) being
transacted: Number Written Out:
Number Written Out:
Number of Redemption Units (1 RU = 50,000 shares) being
transacted: Number Written Out:
The Authorized Participant represents and warrants that it will not redeem a Creation Unit unless
it, or the party for which it is acting, as the case may be, first owns the requisite number of
shares to be redeemed as a Creation Unit.
THIS TRANSACTION SHALL BE EFFECTED THROUGH THE CONTINUOUS NET SE ‘I I LEMENT CLEARING PROCESS OF
THE NSCC. IF THE AUTHORIZED PARTICIPANT CHOOSES TO EFFECT THIS TRANSACTION OUTSIDE THE CLEARING
PROCESS, AT A HIGHER TRANSACTION FEE, THE AUTHORIZED PERSON MUST SUBMIT THE REQUEST BY
CALLING
AND CHECK THIS BOX
AND CHECK THIS BOX
Order number:
(To be entered by Authorized
Participant After issuance by telephone
representative)
Authorized Person’s Signature
(To be entered by Authorized
Participant After issuance by telephone
representative)
Authorized Person’s Signature
22
II. TO BE COMPLETED BY DISTRIBUTOR OR TRANSFER AGENT
This certifies that the above order has been:
Accepted by the Distributor
| Accepted by the Transfer Agent | ||||
| Declined — Reason: | ||||
Date
|
Time | Authorized Signature | ||
23
GREENHAVEN CONTINUOUS COMMODITY INDEX FUND
FUNDS FLOW PROCESS
FUNDS FLOW PROCESS
This Annex 1-C supplements the Fund’s Prospectus with respect to the procedures to be used by
the Distributor and the Transfer Agent in processing an order for the creation or redemption of
the Units.
A. The Authorized Participant is required to have (i) signed an Authorized Participant
Agreement for the Fund and (ii) assigned a personal identification number to each Authorized
Person that the Authorized Participant has authorized to act for such Authorized Participant.
This will allow an Authorized Participant through its Authorized Person(s) to place a creation
or redemption order with respect to the Units of the Fund.
B. The Authorized Participant and the Distributor shall implement the “Funds Flow Process”
as agreed to by the parties from time to time.
C. Note that trades placed through the NSCC/DTC may only occur on any day that
NSCC/DTC is open for business (“NSCC/DTC Business Day”).
NSCC/DTC is open for business (“NSCC/DTC Business Day”).
FUNDS FLOW PROCESS
| ORIGINATOR | ACTIVITY | |
I. The Authorized Participant calls on the Transfer Agent’s
recorded number to place a Purchase and/or Redemption
Order. These trades are to be placed by 10:00 a.m. New York time
on any Business Day.
|
I. The Transfer Agent greets caller. | |
2. Authorized Participant identifies his/her name, the
Institution he/she represents and the PIN number.
|
2. The Transfer Agent will confirm the Authorized Participant’s PIN number. | |
The Authorized Participant states the Fund name(s) and relevant
ticker symbol(s). |
||
Authorized Participant will identify and list any securities that
will not be delivered or received in kind.
|
The Transfer Agent records the PIN number and the order and provides the Authorized Participant with an order confirmation number. | |
Authorized Participant will make alternate arrangements with
the Transfer Agent to deliver or receive the value for those
securities that cannot be delivered. Authorized Participant and
the Transfer Agent will exchange delivery or receive
instructions for any security being delivered outside of the
CNS system.
|
The order confirmation constitutes a binding order, which may only be reversed by the Transfer Agent, the Distributor or the Fund. |
24
| ORIGINATOR | ACTIVITY | |
It is anticipated that all creation and redemption units will
settle outside of the CNS process. Detailed delivery
instructions will be supplied by the Transfer Agent or each
portfolio. Separate delivery instructions may be warranted
when delivering fixed income securities.
|
Authorized Participant will make alternate arrangements with the ETF Administrator to deliver or receive the value for those securities that cannot be delivered. AP and ETF Administrator will exchange delivery or receive instructions for any security being delivered outside of the CNS system. | |
3. Authorized Participant will fax a copy of the Order Form to
the Transfer Agent within 15 minutes from the time the call is
made.
|
3. The Transfer Agent will receive a copy of the completed Order Form from the Authorized Participant faxed within 15 minutes from the time the order is placed. | |
| All orders received from the Authorized Participant’s are time stamped by the Transfer Agent at the time the order is placed. | ||
The signed Order Form will be sent as the physical receipt for
the Authorized Participant that the order is confirmed.
|
The Distributor will verify that the appropriate disclaimers have been made by the Authorized Participant and validate the disclaimer by calculating the Authorized Participant’s position, including the subscriptions requested, to the total fund shares outstanding. | |
The above procedures will be repeated until all orders have
been placed by the Authorized Participant.
|
The Distributor will sign the Order Form and the signed Order Form will be sent as the physical receipt for the Authorized Participant that the order is confirmed. | |
4. The Authorized Participant receives the fax.
|
4. The Authorized Participant will assume responsibility for an incorrect trade and contact the Transfer Agent if necessary. | |
The Authorized Participant will assume responsibility
for an incorrect trade. |
||
| If trades are corrected, the Transfer Agent will delete the first trade and reenter the corrected trade. A second affirmation will be faxed to the Authorized Participant with all trades placed that day. The corrected trade will be coded on the affirmation so that the Authorized Participant can see the correction. | ||
| No corrections will be permitted after 10:30 AM New York time. |
* Times may vary depending on the trade volume from Authorized Participants.
25
ANNEX II
TO
AUTHORIZED PARTICIPANT AGREEMENT
FOR GREENHAVEN CONTINUOUS COMMODITY INDEX FUND
TO
AUTHORIZED PARTICIPANT AGREEMENT
FOR GREENHAVEN CONTINUOUS COMMODITY INDEX FUND
FORM OF CERTIFIED AUTHORIZED PERSONS
OF THE AUTHORIZED PARTICIPANT
OF THE AUTHORIZED PARTICIPANT
The following are the names, titles and signatures of all persons (each an “Authorized Person”)
authorized to give instructions relating to any activity contemplated by the Authorized
Participant Agreement for Greenhaven Continuous Commodity Index Fund entered into by and among
ALPS Distributors, Inc. and ▇▇ ▇▇▇▇▇▇ Securities, Inc. (the “Authorized Participant” or “AP”),
accepted by The Bank of New York (the “Transfer Agent”) (this “Agreement”), or any other notice,
request or instruction on behalf of the Authorized Participant pursuant to this Agreement.
Name:
Title:
Signature:
Title:
Signature:
Name:
Title:
Signature:
Title:
Signature:
Name:
Title:
Signature:
Title:
Signature:
The undersigned, does hereby certify that the persons listed above have been duly elected
to the offices set forth beneath their names, that they presently hold such offices, that they
have been duly authorized to act as Authorized Persons of ▇▇ ▇▇▇▇▇▇ Securities Inc. in its
capacity as an Authorized Participant pursuant to this Agreement and that their signatures set
forth above are their own true and genuine signatures.
IN WITNESS WHEREOF, the undersigned has hereby set his/her hand and the seal of ▇▇ ▇▇▇▇▇▇
Securities Inc. on the date set forth below.
Subscribed and sworn to before me on this 2nd day of November, 2009
/s/
|
Notary Public
26