FORM OF PROCURE ETF TRUST II PARTICIPANT AGREEMENT
Exhibit (h)(iv)
FORM OF
This Participant Agreement (the
“Agreement”) is entered into by and among Quasar
Distributors, LLC, (the “Distributor”), U.S. Bancorp
Fund Services, LLC, as transfer agent (the “Transfer
Agent”) and
[Participant’s Name and NSCC#]
(the “Participant”) and is subject to acceptance by
Procure ETF Trust II (the “Trust”). The Trust is an
open-end management investment company organized as a Delaware
statutory trust consisting of separate investment portfolios (each,
a “Fund” and collectively, the “Funds”) as
set forth in Attachment
A hereto. The Distributor
has been retained as principal underwriter of the Trust and
provides certain services in connection with the sale and
distribution of shares of beneficial interest of the Funds (the
“Shares”). The Transfer Agent has been retained to
provide certain transfer agency services with respect to the
purchase and redemption of Shares.
As
specified in the Trust’s prospectuses and statements of
additional information, as may be amended or supplemented from time
to time (together, the “Prospectus”), Shares may be
purchased or redeemed from a Fund only in aggregations of a
specified number of Shares as set forth in the Prospectus (each, a
“Creation Unit” and collectively, the “Creation
Units”). The Prospectus describes the primary form of
consideration to be provided to the applicable Fund by the
Participant for its own account or on behalf of any party for which
it is acting (whether a customer or otherwise) (“Participant
Client”), which generally includes a designated portfolio of
securities (the “Deposit Securities”) and/or cash.
Creation Units shall generally be redeemed in exchange for Fund
securities (“Fund Securities”) and/or cash, as
described in the Prospectus. The Participant also pays applicable
transaction fees (“Transaction Fees”) and Taxes (as
defined below). All references to “cash” shall refer to
US Dollars. Capitalized terms not otherwise defined herein are used
herein as defined in the Prospectus.
This Agreement is intended to set forth the terms
and procedures pursuant to which the Participant may create and/or
redeem Creation Units through the Continuous Net Settlement
(“CNS”) clearing processes of the National Securities
Clearing Corporation (“NSCC”) as such processes have
been enhanced to effect purchases and redemptions of Creation
Units, such processes being referred to herein as the
“Clearing Process”, or (ii) outside the Clearing
Process (i.e., through the facilities of The Depository
Trust Company (“DTC”)).
The
parties hereto in consideration of the premises and of the mutual
agreements contained herein agree as follows:
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1.
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STATUS
AND ROLE OF PARTICIPANT.
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a. Clearing
Status. The Participant
represents, covenants and warrants that with respect to orders for
the purchase of Creation Units (“Creation Orders”) or
orders for the redemption of Creation Units (“Redemption
Orders” and, together with “Creation Orders”,
“Orders”) of any Fund (i) by means of the Clearing
Process, it is a member in good standing of the NSCC and a
participant in the CNS System of the NSCC and agrees that it will
remain in good standing throughout the term of this Agreement (a
“Participating Party”); (ii) outside the Clearing
Process, it is a DTC Participant (a “DTC Participant”);
and (iii) it has the ability to transact through the Federal
Reserve System. The Participant may place Orders either through the
Clearing Process or outside the Clearing Process, subject to the
procedures for purchase and redemption of Creation Units set forth
in the Prospectus, this Agreement and all attachments hereto, as
may be amended from time to time (the “Procedures”).
Any change in the foregoing status of Participant shall terminate
this Agreement and Participant shall give prompt notice to the
Distributor, Transfer Agent and the Trust of such
change.
b. Broker-Dealer
Status. The Participant
represents, covenants and warrants that it is (i) registered
as a broker-dealer under the Securities Exchange Act of 1934, as
amended, (ii) qualified to act as a broker or dealer in the
states or other jurisdictions where it transacts business, and
(iii) a member in good standing of the Financial Industry
Regulatory Authority (“FINRA”). The 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 Participant further agrees to
comply with all applicable U.S. 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 FINRA (including any NASD Rules that
remain operative until such rules are subsequently renamed,
repealed, rescinded or are otherwise replaced by FINRA Rules), and
that it will not offer or sell Shares of any Fund in any state or
jurisdiction where they may not lawfully be offered and/or sold.
Any change in the foregoing status of Participant shall result in
the automatic termination of this Agreement and Participant shall
give prompt notice to the Distributor, Transfer Agent and the Trust
of such change.
c. Underwriter
Status. The Participant
understands and acknowledges that the method by which Creation
Units will be created and traded may raise certain issues under
applicable securities laws. For example, because new Creation Units
of Shares may be issued and sold by a Fund on an ongoing basis, a
“distribution”, as such term is used in the Securities
Act of 1933, as amended (“1933 Act”), may occur at any
point. The Participant understands and acknowledges that some
activities on its part, depending on the circumstances, may result
in it 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
Participant also understands and acknowledges that dealers who are
not “underwriters,” but who effect transactions in
Shares, whether or not participating in the distribution of Shares,
are generally required to deliver a prospectus.
d. Agency. The
Participant shall have no authority in any transaction to act as
agent of the Distributor, Transfer Agent, the Trust or their
agents. The Participant acknowledges and agrees that for all
purposes of this Agreement, the Participant will be deemed to be an
independent contractor. The Participant agrees to make itself and
its employees available, upon request, during normal business hours
to consult with the Trust, the Transfer Agent or the Distributor or
their designees concerning the performance of the
Participant’s responsibilities under this
Agreement.
e. Rights and Obligations as DTC
Participant. The
Participant agrees that in connection with any transactions in
which it acts for a Participant Client, including, without
limitation, for any other DTC Participant or indirect participant,
or any other beneficial owner of Shares (each, a “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.
f. Qualified Institutional Buyer
Status. The Participant
represents, covenants and warrants that it currently is, and will
continue to be throughout the term of this Agreement, a
“qualified institutional buyer” as such term is defined
in Rule 144A of the 1933 Act. Any change in the foregoing status of
Participant shall terminate this Agreement and Participant shall
give prompt notice to the Distributor, Transfer Agent and the Trust
of such change.
g. No
Affiliation. The
Participant represents, covenants and warrants that, during the
term of this Agreement, it will not be an affiliated person of a
Fund, a promoter or a principal underwriter of a Fund or an
affiliated person of such persons, except to the extent that the
Participant may be deemed to be an affiliated person under
2(a)(3)(A) or 2(a)(3)(C) of the Investment Company Act of 1940, as
amended (the “1940 Act”), due to ownership of Shares.
The Participant shall give prompt notice to the Distributor,
Transfer Agent and the Trust of any change to the foregoing
status.
h. Agent for
Proxy. The Participant
represents, covenants and warrants that, from time to time, it may
be a Beneficial Owner or legal owner of Shares (as that term is
defined in Rule 16a-1(a)(2) of the 1934 Act). The Authorized
Participant agrees to irrevocably appoint the Distributor as its
agent and proxy with full authorization and power to vote (or
abstain from voting) its beneficially or legally owned Shares which
the Participant has not rehypothecated and which the Participant is
or may be entitled to vote at any meeting of shareholders of the
Company held after the effective date of this Agreement, whether
annual or special and whether or not an adjourned meeting, or, if
applicable, to give written consent with respect thereto. The
Distributor shall vote (or abstain from voting) such Shares in
accordance with Distributor’s proxy voting policies and
procedures, with complete independence from and without any regard
to any views, statements or interests of the Participant, its
affiliates or any other person. The Participant acknowledges that
the Distributor will not exercise discretion or otherwise provide
advice or guidance to the Participant or any other party in
connection with any vote (or abstention thereof). The Distributor
may carry out its responsibilities hereunder through an agent,
nominee, attorney or such other third party as it deems necessary
or appropriate, to the extent allowable pursuant to applicable
law.
For
purposes of this 1.h., beneficially owned Shares shall not include
those Shares for which the Participant is the record owner but
which are held for the benefit of third parties or in customer or
fiduciary accounts in the ordinary course of business, unless the
Participant instructs the Distributor in writing otherwise. The
Participant acknowledges that the Distributor will not exercise the
voting rights applicable to such Shares unless the Participant
instructs the Distributor in writing otherwise. For the avoidance
of doubt, it shall be the responsibility of the Participant to
instruct the Distributor in writing as to which Shares will/will
not be voted by the agent and proxy pursuant to this Section. The
Participant represents that it has all the necessary legal power
and authority to vote, and to appoint an agent and proxy to vote,
all such Shares as contemplated herein. The Participant hereby
agrees to indemnify and hold harmless the Distributor from and
against any loss, liability, cost or expense suffered or incurred
by such Distributor resulting directly from losses, liabilities or
expenses resulting from this Proxy other than those arising from
the negligence, bad faith or willful misconduct of the
Distributor.
The
Distributor, as proxy for the Participant hereunder: (i) is
hereby given full power of substitution and revocation;
(ii) may act through such agents, nominees, or attorneys as it
may appoint from time to time; and (iii) may provide voting
instructions to such agents, nominees, or substitute attorneys in
any lawful manner deemed appropriate by it, including in writing,
by telephone, facsimile, electronically (including through the
internet) or otherwise. The powers of such agent and proxy shall
include (without limiting its general powers hereunder) the power
to receive and waive any notice of any meeting on behalf of the
Participant. The Distributor may terminate this irrevocable proxy
(i.e., Section 1.h.) after sixty (60) days written notice
to the Participant and termination of this irrevocable proxy by
itself shall not serve to terminate the Agreement.
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2.
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EXECUTION
OF ORDERS (GENERAL TERMS).
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a. Purchase and Redemption of
Creation Units. All Orders
shall be handled by each party hereto in accordance with the terms
of the Prospectus and this Agreement (which includes the
Procedures). Each party hereto agrees to comply with the provisions
of such documents to the extent applicable to it. In the event of a
conflict between the Prospectus and the Procedures, the Prospectus
shall control.
b. NSCC. Solely with respect to orders for the
purchase or redemption of Creation Units through the Clearing
Process, the Participant as a Participating Party hereby authorizes
the Transfer Agent or its designee to transmit to NSCC on behalf of
the Participant such instructions, including Share and cash amounts
as are necessary with respect to the purchase and redemption of
Creation Units, consistent with the instructions issued by the
Participant. The Participant agrees to be bound by the terms of
such instructions issued by the Transfer Agent or its designee on
behalf of the Trust and reported to NSCC as though such
instructions were issued by the Participant directly to
NSCC.
c. Consent to
Recording. It is
contemplated that the phone lines used by the Distributor, the
Transfer Agent and/or their affiliated persons will be recorded,
and the Participant hereby consents to the recording of all calls
with any of those parties.
d. Irrevocability. The
Participant acknowledges and agrees on behalf of itself and any
Participant Client that delivery of any Order shall be irrevocable,
provided that the Trust, Transfer Agent and the Distributor on
behalf of the Trust each reserve the right to reject any Order for
any reason.
e. Prospectus
Delivery. The Participant
understands a current Prospectus and all required reports for each
applicable Fund are available at [WEBSITE] (or any successor
website). The Distributor will provide to the Participant copies of
the prospectus, and the Participant consents to the delivery of all
prospectuses electronically by e-mail at [__________]
[Participant’s e-mail address]. The Participant agrees to
maintain a valid e-mail address and further agrees to promptly
notify the other parties if its e-mail address changes. The
Participant can revoke this consent upon written notice to the
other parties. Notwithstanding the foregoing, the Distributor
agrees to provide to the Participant upon request a reasonable
number of paper copies of either (i) a Fund’s statutory
prospectus or (ii) in the sole discretion of the Distributor,
a Fund’s summary prospectus in accordance with Rule 498 under
the 1933 Act (or any successor rule). The Participant acknowledges
receipt of the Prospectus and represents it has reviewed the
Prospectus and understands the terms thereof, and further
acknowledges that the procedures contained therein pertaining to
the purchase and redemption of Shares are incorporated herein by
reference.
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3.
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EXECUTION
OF ORDERS FOR CREATION UNITS.
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a. Title to Securities;
Restricted Shares. The
Participant represents on behalf of itself and any Participant
Client that, upon delivery of a portfolio of Deposit Securities to
the Trust’s custodian (“Custodian”) and/or
relevant sub-custodian (“Sub-Custodian”), the Trust
will acquire good and unencumbered title to such securities, free
and clear of all liens, restrictions, charges, duties and
encumbrances and not subject to any adverse claims, including,
without limitation, any restriction upon the sale or transfer of
such securities imposed by (i) any agreement or arrangement
entered into by the Participant or any Participant Client in
connection with a transaction to purchase Shares or (ii) any
provision of the 1933 Act and regulations thereunder (except that
portfolio securities of issuers other than U.S. issuers shall not
be required to have been registered under the Securities Act if
exempt from such registration), or of the applicable laws or
regulations of any other applicable jurisdiction, and no such
securities are “restricted securities,” as such term is
used in Rule 144(a)(3)(i) of the 1933 Act.
b. Corporate
Actions. With respect to
any Creation Order of a particular Fund, such Fund acknowledges and
agrees to return to the Participant any dividend, distribution or
other corporate action paid to the Fund in respect of any Deposit
Security transferred to the Fund that, based on the valuation of
such Deposit Security at the time of transfer, should have been
paid to the Participant or Participant Client.
c. Beneficial
Ownership. The Participant
represents and warrants to the Distributor, Transfer Agent and the
Trust that (based upon the number of outstanding Shares of each
Fund made publicly available by the Trust) (i) it does not
hold, and will not as a result of the contemplated transaction
hold, for the account of any single Beneficial Owner of Shares of
the relevant Fund, eighty percent (80%) or more of the
outstanding Shares of the relevant Fund, or (ii) if it does
hold for the account of any single Beneficial Owner of Shares of
the relevant Fund, eighty percent (80%) or more of the
outstanding Shares of the relevant Fund, that such a circumstance
would not result in the Fund acquiring a basis in the portfolio
securities deposited with the Fund with respect to an order to
create Shares in such Fund different from the market value of such
portfolio securities on the date of such order, pursuant to
Section 351 and 362 of the Internal Revenue Code of 1986, as
amended. Such representation and warranty shall be deemed repeated
with respect to each Creation Order for each Fund. If more than one
Beneficial Owner is combined in any Creation Order, this
representation is made by taking into account all such Beneficial
Owners’ ownership of Shares as a group. The Participant
understands and agrees that the order form relating to any Creation
Order of any Fund shall state substantially the same foregoing
representations and warranties.
The
Distributor, Transfer Agent or the Trust may request information
from the Participant regarding Share ownership and to rely thereon
to the extent necessary to make a determination regarding ownership
of eighty percent (80%) or more of the outstanding Fund Shares
by a Beneficial Owner as a condition to the acceptance of Deposit
Securities.
d. Sub-Custodian
Account. The Participant
understands and agrees that in the case of each Fund that invests
in international or global equity securities, the Trust has caused
its Custodian to maintain with the applicable Sub-Custodian for
such Fund an account in the relevant foreign jurisdiction to which
the Participant shall deliver or cause to be delivered the Deposit
Securities for itself or any Participant Client in connection with
any Creation Order, with any appropriate adjustments as advised by
such Sub-Custodian or Fund, in accordance with the terms and
conditions applicable to such account in such
jurisdiction.
e. Deposit Securities and/or
Relevant Cash Amounts. The
Participant understands that the amount of any cash and the
identity and the required number of Deposit Securities, as
applicable, to be included with respect to any Creation Order
(based on information at the end of the previous Business Day) for
each Fund will be made available on each Business Day, prior to the
opening of business on the New York Stock Exchange
(“NYSE”) through the facilities of the NSCC. The
Participant understands that a Creation Unit will not be issued
until the requisite cash and/or
Deposit
Securities, as applicable, Transaction Fees and Taxes (as defined
below) are transferred to the Trust on or before the settlement
date in accordance with the Prospectus and in accordance with any
instructions provided by the Trust, the Custodian and/or
Sub-Custodian with respect to cash payments, delivery and
settlement.
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4.
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EXECUTION
OF REDEMPTION REQUESTS.
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a. Order
Placement. The Participant
represents, covenants and warrants that it will not attempt to
place a Redemption Order unless it first ascertains that
(a) it or the Participant Client, as the case may be, owns
outright or has full legal authority and legal beneficial right to
tender for redemption the requisite number of Shares to be redeemed
and receive the entire proceeds of the redemption, and
(b) such Shares have not been loaned or pledged to another
party nor are they the subject of a repurchase agreement,
securities lending agreement or such other arrangement which would
preclude the delivery of such Shares in accordance with the
Prospectus and on a “regular way” basis, or as
otherwise required by the Trust. The Participant understands that
Shares of any Fund may be redeemed only when one or more Creation
Units of Shares are held in the account of a single Participant. In
the event that the Distributor, Transfer Agent and/or the Trust
believes that a Participant does not have the requisite number of
Shares to be redeemed as a Creation Unit, the Distributor, Transfer
Agent and/or Trust may reject without liability the
Participant’s Redemption Order.
b. Additional Payment on
Redemption. In the event that
the Participant receives Fund Securities the value of which exceeds
the net asset value of the applicable Fund at the time of
redemption, the Participant agrees to pay, on the same business day
it is notified, or cause the Participant Client to pay, on such
day, to the applicable Fund an amount in cash equal to the
difference.
c. Corporate
Actions. The Participant
on behalf of itself and any Participant Client acknowledges and
agrees to return to the applicable Fund any dividend, interest,
distribution or other corporate action paid to it or to Participant
Client in respect of any Fund Security that is transferred to the
Participant or any Participant Client that, based on the valuation
of such Fund Security at the time of transfer, should have been
paid to the Fund. The Fund is entitled to reduce the amount of
proceeds due to the Participant or Participant Client by an amount
equal to any dividend, interest distribution or other corporate
action paid to the Participant or to Participant Client in respect
of any Fund Security that is transferred to the Participant or to
Participant Client that, based on the valuation of such Fund
Security at the time of transfer, should have been paid to the
Fund.
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5.
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PARTICIPANT
RECORDS, POLICIES AND REPRESENTATIONS.
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a. Maintenance of
Records. The Participant
agrees to maintain records of all sales of Shares made by or
through it and to furnish copies of such records to the Trust,
Transfer Agent and/or the Distributor upon
request.
b. Privacy. The Participant represents that it has
procedures in place that are reasonably designed to protect the
privacy of non-public personal consumer/customer financial
information to the extent required by applicable U.S. Federal and
state laws, rules and regulations and will continue to do so
throughout the term of this Agreement.
c. Shareholder
Information. The Participant
agrees: (i) subject to any privacy obligations or other
obligations arising under the federal or state securities laws it
may have to its customers, to assist the Distributor and/or the
Trust in ascertaining certain information regarding sales of Shares
made by or through Participant upon the request of the Trust or the
Distributor necessary for the Funds to comply with their
obligations to distribute information to their shareholders as may
be required from time to time under applicable state or federal
securities laws, or (ii) in lieu thereof, and at the option of
the Participant, the Participant may undertake to deliver to its
customers that are shareholders of the Funds, the Prospectuses, as
may be amended or supplemented from time to time, proxy material,
annual and other reports of the Funds or other similar information
that the Funds are obligated or otherwise desire to deliver to
their shareholders, after receipt from the Funds or the Distributor
of sufficient, reasonable quantities of the same to allow mailing
thereof to such customers.
d. Anti-Money
Laundering. The
Participant represents, covenants and warrants that it has
established an anti-money laundering program (“AML
Program”) that, at a minimum, (i) designates a
compliance officer to administer and oversee the AML Program,
(ii) provides ongoing employee training, (iii) includes
an independent audit function to test the effectiveness of the AML
Program, (iv) establishes internal policies, procedures, and
controls that are tailored to its particular business,
(v) includes a customer identification program consistent with
the rules under section 326 of the USA Patriot Act,
(vi) provides for the filing of all necessary anti-money
laundering reports including, but not limited to, currency
transaction reports and suspicious activity reports,
(vii) provides for screening all new and existing customers
against reports and suspicious activity reports,
(vii) provides for screening all new and existing customers
against the Office of Foreign Asset Control list and any other
government list that is or becomes required under the USA Patriot
Act, and (viii) allows for appropriate regulators to examine
its anti-money laundering books and records. The Participant agrees
that, throughout the term of this Agreement, it will maintain the
AML Program in substantial conformity with the foregoing provisions
as may be amended or supplemented by applicable U.S. federal
regulations. Any change in the foregoing shall result in the
automatic termination of this Agreement, and Participant shall give
prompt notice to the Distributor, Transfer Agent and the Trust of
such change.
e. Marketing
Materials. The Participant
represents, warrants and agrees that it will not make any
representations concerning a Fund, the Trust, Creation Units or
Shares other than those contained in the Prospectus or in any
promotional materials or sales literature furnished to the
Participant by the Distributor. The Participant agrees not to
furnish or cause to be furnished to any person or display or
publish any information or materials relating to a Fund, Creation
Units or Shares (including, without limitation, promotional
materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar
materials, but not including any materials prepared and used for
the Participant’s internal use only or brokerage
communications prepared by the Participant in the normal course of
its business and consistent with the Prospectus and in accordance
with applicable laws and regulations) (“Marketing
Materials”), except such Marketing Materials as may be
furnished to the Participant by the Distributor and such other
Marketing Materials as may be approved in writing by the
Distributor. The Participant understands that the Funds may not be
advertised or marketed as open-end investment companies
(i.e., as mutual funds) that offer redeemable
securities, and that any advertising materials will prominently
disclose that the Shares are not individually redeemable shares of
beneficial interest in the Trust. In addition, the Participant
understands that any advertising material that addresses
redemptions of Shares, including the Prospectus, will disclose that
the owners of Shares may acquire Shares and tender Shares for
redemption to the Trust in Creation Unit aggregations only.
Notwithstanding the foregoing, the Participant or
an
affiliate
of the 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 a Fund (i) for public
dissemination, provided that such research reports compare the
relative merits and benefits of Shares with other products and are
not used for purposes of marketing Shares and (ii) for
internal use by the Participant. The Participant acknowledges that
the Trust, Distributor, Transfer Agent, the Trust’s
investment adviser and their affiliates may disclose that the
Participant is acting as an authorized participant with respect to
the Trust’s Shares and has entered into this
Agreement.
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6.
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AUTHORIZED
PERSONS.
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a. Certification. Concurrently
with the execution of this Agreement and from time to time
thereafter, the Participant shall deliver to the Distributor, the
Transfer Agent and the Trust, duly certified as appropriate by its
secretary or other duly authorized official, a certificate, in the
form set forth in Attachment
C (or pursuant to other
documentation deemed acceptable by the Trust, Transfer Agent or
Distributor in their sole discretion) (the
“Certificate”), setting forth the names, signatures and
other requested information of all persons authorized to give
instructions relating to any activity contemplated hereby or any
other notice, request or instruction on behalf of the Participant
(each an “Authorized Person”). Such Certificate may be
accepted and relied upon by the Transfer Agent, the Distributor and
the Trust as conclusive evidence of the facts set forth therein and
shall be considered to be in full force and effect until delivery
to the Transfer Agent, the Distributor and the Trust of a
superseding Certificate bearing a subsequent
date.
b. Personal Identification
Number. The Transfer Agent
or Distributor, as the case may be, shall issue to each Authorized
Person a unique personal identification number (“PIN”)
by which such Authorized Person and the Participant shall be
identified and instructions issued by the Participant hereunder
shall be authenticated.
c. Termination of
Authority. Upon the
termination or revocation of authority of such Authorized Person by
the Participant, the Participant shall give prompt written notice
of such fact to the Distributor, Transfer Agent and the Trust and
such notice shall be effective upon receipt by the Distributor,
Transfer Agent and the Trust.
d. Verification. The
Transfer Agent and Distributor shall assume that all instructions
issued to them using a PIN have been properly placed by an
Authorized Person, unless the Transfer Agent or Distributor, as the
case may be, has actual knowledge to the contrary or the
Participant has properly revoked such PIN as provided herein.
Neither the Distributor nor the Transfer Agent shall have any
obligation to verify that an Order is being placed by an Authorized
Person.
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7.
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PAYMENT
OF CERTAIN FEES AND TAXES.
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a. Transaction
Fees. In connection with
the purchase or redemption of Creation Units, the Participant
agrees to pay on behalf of itself or the Participant Client the
Transaction Fee prescribed in the Prospectus as applicable to the
Participant’s transaction. The Trust reserves the right to
adjust any Transaction Fee subject to any limitation as prescribed
in the Prospectus.
b. Other Fees and
Taxes. In connection with the
purchase or redemption of Creation Units, the Participant
acknowledges and agrees that the computation of any cash amount to
be paid by or to the Participant shall exclude any taxes or other
fees and expenses payable upon the transfer of beneficial ownership
of Deposit Securities or Fund Securities. 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, fee or government charge
(collectively, “Taxes”) applicable to the purchase or
redemption of any Creation Units made pursuant to this Agreement is
imposed, the Participant shall be also responsible for the payment
of any such Taxes regardless of whether or not such Taxes are
imposed directly on the Participant. To the extent the Trust, the
Distributor or their agents pay any such Taxes or they are
otherwise imposed, the Participant agrees to promptly indemnify and
pay such party for any such payment, together with any applicable
penalties, additions to tax or interest thereon. This section shall
survive the termination of this Agreement.
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8.
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INDEMNIFICATION.
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This
Section 8 shall survive the termination of this
Agreement.
Participant’s
Indemnification of the Distributor, Transfer Agent and
Trust. The Participant
hereby agrees to indemnify and hold harmless the Distributor,
Transfer Agent, Trust and their respective subsidiaries,
affiliates, directors, officers, partners, members, 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 or expense suffered or incurred by such AP Indemnified Party
resulting from, in connection with or arising out of (i) any
breach by the Participant of any provision of this Agreement,
(ii) any failure by Participant for any reason, fraudulent,
negligent or otherwise, to comply with its obligations under this
Agreement, (iii) any failure by the Participant to comply with
applicable laws, including rules and regulations of self-regulatory
organizations (“SROs”), in relation to its role as
Participant, (iv) any actions of such AP Indemnified Party in
reliance upon any instructions issued in accordance with the
Procedures (as may be amended from time to time) believed by the
Distributor, the Transfer Agent and/or the Trust to be genuine and
to have been given by the Participant or (v)(1) any representation
by the Participant, its employees or its agents or other
representatives about the Funds, Trust, Creation Units, Shares or
any AP Indemnified Party that is not consistent with the
Trust’s then-current Prospectus made in connection with the
offer or the solicitation of an offer to buy or sell Shares and
(2) any untrue statement or alleged untrue statement of a
material fact contained in any research reports, Marketing Material
or sales literature described in Section 5.e. 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 Funds, Trust, Creation Units, Shares or any AP Indemnified
Party unless, in either case, such representation, statement or
omission was made or included by the Participant at the written
direction of the Trust or the Distributor or is based upon any
omission or alleged omission by the Trust 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. Notwithstanding the
foregoing, the Participant shall not have any obligation to
indemnify any AP Indemnified Party under this Section 8 for
any such losses, liabilities, damages, costs or expenses that are
incurred as a result of, or in connection with, any gross
negligence, bad faith or willful misconduct on the part of such AP
Indemnified Party.
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9.
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LIMITATION
OF LIABILITY.
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This
Section 9 shall survive the termination of this
Agreement.
a. Express
Duties. The Distributor
and 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 or the Transfer Agent. The parties understand and agree
that the Trust is a limited a party to this Agreement for the sole
purpose of accepting such Agreement. Accordingly, the Trust has not
agreed to undertake any obligations under this Agreement nor made
any representations or warranties under this Agreement and no
implied covenants or obligations shall be read into this Agreement
against the Trust.
The
Trust’s Declaration of Trust (as may be amended and/or
restated) (each, a “Declaration of Trust”) which is
hereby referred to and a copy of which is on file with the
Secretary of the State of Delaware, provides that the name The
Trust means the Trustees from time to time serving (as Trustees but
not personally) under such Declaration of Trust. It is expressly
acknowledged and agreed that to the extent the Trust hereunder
shall have been deemed to have obligations hereunder, such
obligations shall not be binding upon any of the shareholders,
Trustees, officers, employees or agents of the Trust, personally,
but shall bind only the trust property of the Trust, as provided in
its Declaration of Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and
signed by an officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Trust as provided in
its Declaration of Trust.
The
Distributor and the Transfer Agent each agree that no provision in
this Section 9 shall relieve such party from its obligations
to a Trust under any servicing agreement that it has entered into
with such Trust.
b. Limited
Liability. In the absence
of bad faith, gross negligence or willful misconduct on its part,
neither the Distributor nor the Transfer Agent, whether acting
directly or through agents, affiliates or attorneys, 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 nor the Transfer Agent shall be
liable for any error of judgment made in good faith unless the
party exercising such shall have been grossly negligent in
ascertaining the pertinent facts necessary to make such judgment.
In no event shall the Distributor or the Transfer Agent be liable
for any special, indirect, incidental, exemplary, punitive or
consequential loss or damage of any kind whatsoever (including but
not limited to loss of revenue, loss of actual or anticipated
profit, loss of contracts, loss of the use of money, loss of
anticipated savings, loss of business, loss of opportunity, loss of
market share, loss of goodwill or loss of reputation), 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 or the Transfer Agent be liable for: (i) the acts
or omissions of DTC, NSCC or any other securities depository or
clearing corporation; or (ii) losses incurred by the
Participant or Participant Client as a result of unauthorized use
of any PIN. Further, the Distributor shall not be liable for any
action or failure to take any action with respect to the voting
matters set forth in Section 1.h. above.
c. Force
Majeure. Neither the
Distributor nor 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. Reliance on
Instructions. The
Distributor and the Transfer Agent may conclusively rely upon, and
shall be fully protected in acting or refraining from acting upon,
any communication authorized under this Agreement and the
Procedures and upon any written or oral instruction, notice,
request, direction or consent reasonably believed by them to be
genuine.
e. No Advancement by
Transfer Agent. 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. Data Errors and
Communication Delays. Neither the Distributor nor the Transfer
Agent shall be liable to the Participant or to any other person for
any damages arising out of mistakes or errors in data provided to
the Distributor or the Transfer Agent by a third party, or out of
interruptions or delays of electronic means of communications with
the Distributor or the Transfer Agent.
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10.
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NOTICES.
Except as otherwise specifically provided in this Agreement, all
notices and amendments required or permitted to be given pursuant
to this Agreement shall be given in writing and delivered by
(i) personal delivery, (ii) postage prepaid registered or
certified United States first class mail, return receipt requested,
(iii) overnight traceable mail (e.g., Federal Express),
(iv) facsimile, (v) electronic mail (e-mail) or
(vi) similar means of same day delivery. Unless otherwise
notified in writing, all notices to the Trust shall be given or
sent as follows: [ ___________________________________________]
Attn.: The Trust.
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All
notices to the Participant, Distributor or Transfer Agent, as the
case may be, shall be directed to the address, telephone, facsimile
numbers or e-mail addresses indicated below the signature line of
such party; provided, however, in the case of communications by the
Distributor or Transfer Agent to the Participant with respect to
any Order as detailed in the Procedures, the Distributor and
Transfer Agent shall contact an Authorized Person or other
Participant designee at such telephone number, e-mail address or
facsimile number provided by such person.
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11.
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TERMINATION
AND AMENDMENT. This Agreement shall become effective in this form
as of the date accepted by the Trust and may be terminated at any
time by any party upon thirty days prior notice to the other
parties (i) unless earlier terminated by the Trust in the
event of a breach of this Agreement or the Procedures described
herein by the Participant or (ii) in the event that the Trust
is terminated for any reason.
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This
Agreement may be amended by the Trust from time to time by the
following procedure: the Trust will provide a copy of any such
amendment to the Distributor, the Transfer Agent and the
Participant. If neither the Distributor, the Transfer Agent nor the
Participant objects in writing to the amendment within ten
(10) days, the amendment will become part of this Agreement in
accordance with its terms. Notwithstanding the foregoing, the
Transfer Agent and Distributor reserve the right to revise the
Procedures or issue additional procedures relating to the manner of
creating or redeeming Creation Units upon written acknowledgement
of acceptance of such revised Procedures by the Participant, the
Transfer Agent and the Distributor.
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12.
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ENTIRE
AGREEMENT. This Agreement and the Procedures, which are hereby
incorporated herein by reference, supersede any prior agreement
between or among the parties with respect to the subject matter
contained herein and constitute the entire agreement among the
parties regarding the matters contained herein.
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13.
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ASSIGNMENT.
No party may assign its rights or obligations under this Agreement
(in whole or in part) without the prior written consent of the
other parties, which shall not be unreasonably withheld; provided
that, any party may assign its rights and obligations hereunder (in
whole, but not in part) without such consent to an entity acquiring
all, or substantially all of its assets or business or to an
affiliate so long as the acquiring entity is able to comply and
fulfill the duties and obligations under this
Agreement.
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14.
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SEVERANCE.
If any provision of this Agreement is held by any court or any act,
regulation, rule or decision of any other governmental or
supranational 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 so long as
this Agreement, as so modified, continues to express, without
material change, the original intentions of the parties as to the
subject matter of this Agreement and the deletion of such portion
of this Agreement will not substantially impair the respective
benefits, obligations, or expectations of the parties to this
Agreement.
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15.
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COUNTERPARTS.
This Agreement may be executed in several counterparts, each of
which shall be an original and all shall constitute but one and the
same instrument.
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16.
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GOVERNING
LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the state of [_______________________]
without regard to the conflicts of laws provisions
thereof. The parties irrevocably submit to the personal
jurisdiction and service and venue of any federal or state court
within the state of [_______________________] having subject matter
jurisdiction, for the purpose of any action, suit or proceeding
arising out of or relating to this Agreement.
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17.
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TRUST
AS THIRD PARTY BENEFICIARY. The parties understand and agree that
the Trust, as a third party beneficiary to this Agreement, is
entitled and intend to proceed directly against the Participant in
the event that the Participant fails to honor any of its
obligations pursuant to this Agreement that benefit the
Trust.
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18.
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INTERPRETATION.
Titles and section headings are included solely for convenient
reference and are not a part of this Agreement.
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See next page for signatures
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day of
,
2018.
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QUASAR DISTRIBUTORS, LLC
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BY:
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PRINTED NAME:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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U.S. BANCORP FUND SERVICES, LLC
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BY:
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PRINTED NAME:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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PARTICIPANT:
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NAME:
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NSCC#:
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TAX ID#:
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BY:
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PRINTED NAME:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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E-MAIL:
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ACCEPTED
BY:
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[INSERT NAME OF TRUST]
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BY:
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PRINTED NAME:
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TITLE:
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ATTACHMENT A
Procure ETF Trust II - Funds
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Fund
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Ticker
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Procure
Space ETF
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UFO
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A-1
ATTACHMENT B
This
document supplements the Prospectus with respect to the procedures
to be used by (i) the Transfer Agent and Distributor in
processing orders for the purchase of Creation Units of a Fund
(“Creation Orders”) and (ii) the Transfer Agent in
processing orders redeeming Creation units of a Fund
(“Redemption Orders,” and together with Creation
Orders, “Orders”).
A
Participant is required to have signed the Participant Agreement.
Upon acceptance by the Trust of the Participant Agreement, the
Transfer Agent or Distributor, as the case may be, will assign a
personal identification number (“PIN”) to each
Authorized Person authorized to act for the Participant. This will
allow a Participant through its Authorized Person(s) to place an
order with respect to Creation Units.
TO PLACE AN ORDER FOR PURCHASE OR REDEMPTION OF CREATION
UNITS
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1.
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Orders
by Telephone.
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a.
Order Number. Call to Receive an Order Number. An Authorized Person
for the Participant will call the telephone representative at the
number listed on the applicable Fund’s order form
(“Order Form”) not later than the cut-off time for
placing Orders with the applicable Fund as set forth in the Order
Form (the “Order Cut-Off Time”) to receive an Order
Number. Non-standard Orders generally must be arranged with the
Trust in advance of Order placement. The Order Form (as may be
revised from time to time) is incorporated into and made a part of
this Agreement.
Upon
verifying the authenticity of the caller (as determined by the use
of the appropriate PIN) and the terms of the Order, the telephone
representative will issue a unique Order Number. All Orders with
respect to the purchase or redemption of Creation Units are
required to be in writing and accompanied by the designated Order
Number. Incoming telephone calls are queued and will be handled in
the sequence received. Calls placed before the Order Cut-Off Time
will be processed even if the call is taken after this cut-off
time. ACCORDINGLY, DO NOT HANG UP AND REDIAL. INCOMING CALLS THAT
ARE ATTEMPTED LATER THAN THE ORDER CUT-OFF TIME WILL NOT BE
ACCEPTED.
NOTE
THAT THE TELEPHONE CALL IN WHICH THE ORDER NUMBER IS ISSUED
INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE
ORDER. AN ORDER IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF
WRITTEN INSTRUCTIONS VIA THE ORDER FORM CONTAINING THE DESIGNATED
ORDER NUMBER, AUTHORIZED INDIVIDUALS’ SIGNATURES AND
TRANSMITTED BY FACSIMILE.
b.
Place the Order. An Order Number is only valid for a limited time.
The Order Form for purchase or redemption of Creation Units must be
sent by facsimile to the telephone representative within 20 minutes
of the issuance of the Order Number. In the event that the Order
Form is not received within such time period, the telephone
representative will attempt to contact the Participant to request
immediate transmission of the Order. Unless the Order Form is
received by the telephone representative upon the earlier of
(i) within 15 minutes of contact with the Participant or
(ii) 45 minutes after the Order Cut-Off Time, the Order will
be deemed invalid.
B-2
c.
Await Receipt of Confirmation.
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(i)
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Clearing
Process. The Distributor (in the case of purchases) or the Transfer
Agent (in the case of redemptions) shall issue a confirmation of
Order acceptance within approximately 15 minutes of its receipt of
an Order Form received in good form. In the event the Participant
does not receive a timely confirmation from the Distributor or the
Transfer Agent, it should contact the telephone representative at
the business number indicated.
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(ii)
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Outside
the Clearing Process. In lieu of receiving a confirmation of Order
acceptance, the DTC Participant will receive an acknowledgment of
Order acceptance. The DTC Participant shall deliver on settlement
date the Deposit Securities and/or cash (in the case of purchases)
or the Creation Unit size aggregation of Shares on trade date plus
one (in the case of redemptions) to the Trust through DTC. The
Trust shall settle the transaction on the prescribed settlement
date.
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d.
Ambiguous Instructions. In the event that an Order Form contains
terms that differ from the information provided in the telephone
call at the time of issuance of the Order Number, the telephone
representative will attempt to contact the Participant to request
confirmation of the terms of the Order. If an Authorized Person
confirms the terms as they appear in the Order Form then the Order
will be accepted and processed. If an Authorized Person contradicts
its terms, the Order will be deemed invalid and a corrected Order
Form must be received by the telephone representative not later
than the earlier of (i) within 15 minutes of such contact with
the Participant or (ii) 45 minutes after the Order Cut-Off
Time. If the telephone representative is not able to contact an
Authorized Person, then the Order shall be accepted and processed
in accordance with the terms of the Order Form notwithstanding any
inconsistency from the terms of the telephone information. In the
event that an Order Form contains terms that are illegible, as
determined in the sole discretion of the Transfer Agent or
Distributor (in the case of a Creation Order) or the Transfer Agent
(in the case of a Redemption Order), the Order will be deemed
invalid and will not be processed. A telephone representative will
attempt to contact the Participant to request retransmission of the
Order Form, and a corrected Order Form must be received by the
telephone representative not later than the earlier of
(i) within 15 minutes of such contact with the Participant or
(ii) 45 minutes after the Order Cut-Off Time.
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2.
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Election
to Place Orders by Internet.
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a.
General. Notwithstanding the foregoing provisions, Orders may be
submitted through the Internet (“Web Order Site” or
“Fund Connect”), but must be done so in accordance with
the terms of this Agreement, the Prospectus, the Web Order Site,
the [_______________]User Agreement (which must be separately
entered into by the Participant) (the “___________
Agreement”) and the applicable [___________] User Guide (or
any successor documents). To the extent that any provision of this
Agreement is inconsistent with any provision of any [___________]
Agreement, the [___________] Agreement shall control with respect
to [___________]’s provision of the Web Order Site; provided,
however, it is not the intention of the parties to otherwise modify
the rights, duties and obligations of the parties under the
Agreement, which shall remain in full force and effect until
otherwise expressly modified or terminated in accordance with its
terms. Notwithstanding the forgoing, the Participant acknowledges
that references to the applicable [___________] User Guide (or any
successor
B-3
documents)
contained herein are for instructional purposes only, and such
[___________] User Guide (or any successor documents) does not
contain any additional representations, warranties or obligations
by the Trust, the Transfer Agent, the Distributor or their
respective agents.
b. Certain Acknowledgements. The Participant
acknowledges and agrees (i) that the Trust, the Transfer
Agent, the Distributor and their respective agents may elect to
review any Order placed through the Web Order Site manually before
it is executed and that such manual review may result in a delay in
execution of such Order; (ii) that during periods of heavy
market activity or other times, it may be difficult to place Orders
via the Web Order Site and the Participant may place Orders as
otherwise set forth in Attachment
B; and (iii) that any
transaction information, content, or data downloaded or otherwise
obtained through the use of the Web Order Site are done at the
Participant’s own discretion and risk.
EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT
AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED
“AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND
WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING
THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS,
REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB
ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW,
CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER
AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES,
LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE,
SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE,
NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED
WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM
TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY
OVERRIDDEN, EXCLUDED AND DISCLAIMED.
c. Election to Terminate
Placing Orders by Internet. The
Participant may elect at any time to discontinue placing Orders
through the Web Order Site without providing notice under the
Agreement.
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3.
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Acknowledgment
Regarding Telephone and Internet Transactions. During periods
of heavy market activity or other times, the Participant
acknowledges it may be difficult to reach the Trust by telephone or
to transact business over the Internet via the Web Order Site.
Technological irregularities may also make the use of the Internet
and Web Order Site slow or unavailable at times. The Trust may
terminate the receipt of redemption or exchange Orders by telephone
or the Internet at any time, in which case you may redeem or
exchange Shares by other means.
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4.
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Purchase
of Creation Units Without Receipt of Deposit
Securities. Creation Units of the Fund may be purchased in
advance of receipt by the Trust of all or a portion of the
applicable Deposit Securities, provided that the Participant
deposits an initial deposit of cash with the Trust having a value
greater than the net asset value of the Shares on the date the
Order is placed in proper form. In addition to available Deposit
Securities and cash that generally comprise a Creation Unit, cash
must be deposited in an amount equal to 115% of the market value of
any undelivered Deposit Securities (the “Additional Cash
Deposit”). The Order shall be deemed to be received on the
Business Day on which the Order is placed provided that the Order
is placed in
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B-4
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proper
form prior to Order Cut-Off Time on such date and cash in the
appropriate amount is deposited with the Custodian by 1:00 p.m.
Eastern Time or such other time as designated by the Custodian on
settlement date. If the Order is not placed in proper form by Order
Cut-Off Time or federal funds in the appropriate amount are not
received by 1:00 p.m. Eastern Time on settlement date, then the
Order may be deemed to be rejected and the Participant shall be
liable to the Trust for losses, if any, resulting therefrom. An
additional amount of cash shall be required to be deposited with
the Trust, pending delivery of the missing Deposit Securities to
the extent necessary to maintain an amount of cash on deposit with
the Trust at least equal to 115% of the daily marked to market
value of the missing Deposit Securities. In the event that
additional cash is not paid, the Trust may use the cash on deposit
to purchase the missing Deposit Securities. The Participant will be
liable to the Trust for the costs incurred by the Trust in
connection with any such purchases and the Participant shall be
liable to the Trust for any shortfall between the cost to the Trust
of purchasing any missing Deposit Securities and the value of the
collateral. These costs will be deemed to include the amount by
which the actual purchase price of the Deposit Securities exceeds
the market value of such Deposit Securities on the day the Creation
Order was deemed received by the Distributor plus the brokerage and
related transaction costs associated with such purchases. The Trust
will return any unused portion of the Additional Cash Deposit once
all of the missing Deposit Securities have been properly received
by the Custodian or purchased by the Trust and deposited into the
Trust. The Trust shall charge and the Participant agrees to pay to
the Trust the Transaction Fee and any additional fees prescribed in
the Prospectus. The delivery of Creation Units of the Fund so
created will occur no later than the prescribed settlement date
following the day on which the Creation Order is deemed received by
the Distributor.
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B-5
ATTACHMENT C
AUTHORIZED PERSONS
The
following individuals are Authorized Persons pursuant to
Section 6 of the Participant Agreement between Quasar
Distributors LLC and U.S. Bancorp Fund Services, LLC subject to
acceptance by the Trust, and
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,
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Participant
Name
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NSCC
#
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NAME(1)
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TITLE(1)
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SIGNATURE(1)
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TELEPHONE NUMBER(2)
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E-MAIL
ADDRESS(2)
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CITY OF
BIRTH(2)
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Date:
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Certified
By (Signature):
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Print Name:
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Title:
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(1)
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Required
information.
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(2)
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Required
information to use the Web Order Site.
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C-1
