Checklist of Documentary Requirements

August 23, 2013 PHILIPPINE STOCK EXCHANGE Checklist of Documentary Requirements (to be submitted in two [2] hard copies and soft copy*) LISTING OF EXCHANGE TRADED FUNDS NAME OF APPLICANT COMPANY: _____________________________________________ The ETF Company shall submit the following requirements: Date Submitted Requirements Documents regarding the ETF Company 1. Duly-accomplished set of listing application forms (Application for Listing of Stocks, Agreement with Registrar or Transfer Agent, Distribution of Capital Stock of Corporation to its Stockholders, Listing Agreement). The Philippine Stock Exchange, Inc.'s ("PSE") forms should not be retyped. 2. Securities and Exchange Commission ("SEC" or Commission) certified true copy of the following: Articles of Incorporation and By-laws and the Certificate of Incorporation of the ETF Company and latest amendments thereto; Certificate of Increase in Capital Stock and relevant Treasurer's Affidavit, if any, of the ETF Company; General Information Sheet ("GIS") for at least the past two (2) years prior to the filing of the listing application, if applicable, of the ETF Company; Latest GIS of the ETF Company; Registration and Licensing Order and Permit to Offer Securities for Sale (to be issued within two [2] trading days prior to the start of the offer period or listing date, whichever is applicable) issued to the ETF Company; 3. Certificate of Good Standing of the ETF Company issued by the Commission not later than six (6) months from the date the application for listing is filed. 4. Sworn Certificate of the ETF Company's Corporate Secretary as to the Increase in Authorized Capital Stock, if applicable. 5. Certified true copy of the Registration Statement filed by the ETF Company and duly received by the SEC. 6. Affidavit of the newspaper publisher engaged by the ETF Company on the fact of publication of the notice of filing of the Registration Statement as required under the Securities Regulation Code and pertinent laws. 7. Sworn Certificate of the ETF Company's Corporate Secretary on the following: a) Approval by majority of the board of directors and by a majority of the stockholders of the ETF Company of the following, whichever is applicable: i. listing/cross-listing; ii. initial public offering ("IPO"); iii. shelf listing of shares; iv. engagement of the Fund Manager, the Authorized Participant(s), the Market Maker, the Custodian, the Index Provider, and the Auditor. b) The ETF Company's total number of shares issued (indicate if there are treasury shares); c) The ETF Company's total number of shares outstanding; d) The ETF Company's total number of shares registered with the SEC; e) The percentage of ownership of Filipino citizens and alien shareholders; f) That the ETF Company has no subscriptions receivable at the time of the filing of the application; g) The total number of holders or recipients of options as to the ETF Company's shares, if any, showing the nature, total number of shares, the price, manner of payment, and basis of grant. If there is none, the ETF Company shall submit a sworn undertaking that should the same be granted in the future, the PSE and the SEC shall be immediately informed of the details of the option upon approval by the board of directors; h) List of officers and members of the ETF Company's board of directors indicating therein the date of the last regular meeting of the stockholders of the ETF Company when they were elected and the date of any subsequent special stockholders' meeting held; i) List of shareholdings of each of the ETF Company's officers and directors and their related parties, indicating therein their percentage of ownership, and amount paid up before the listing date and the IPO, if applicable; j) Dividend declaration history of the ETF Company during each of the three (3) fiscal years immediately preceding the filing of the listing application, indicating therein the year, rate of dividend, record date and amount paid, with corresponding details of any waiver of dividend in such years, if applicable; k) History of issuances and subscriptions of the ETF Company's shares from the time of incorporation, indicating therein the date, nature, number of shares issued, investors and the respective number of shares subscribed, amount paid by each and date of full payment, if applicable; and l) List of stockholders indicating therein their respective number of shareholdings, percentage ownership, and amount paid-up before the listing date and IPO, if applicable. 8. Sworn Certification by the duly authorized representative of the Transfer Agent of the ETF Company to the effect that, upon filing of application for listing: (i) the Transfer Agent has no backlog in the transfer and registration of the shares of the ETF Company; and (ii) it has the capability and capacity to handle the issuance and transfer of uncertificated securities. 9. Background on Top 20 stockholders of the ETF Company. In case of corporate stockholders, (i) indicate their nature of business, capital structure (subscribed and paid-up), ownership structure and key officers and (ii) submit certified true copies of their latest Articles of Incorporation, By-laws, and GIS. In case of individual stockholders, submit a comprehensive curriculum vitae of each one. 10. Audited financial statements of the ETF Company and its subsidiaries covering the two (2) fiscal years immediately preceding the filing of the listing application, if applicable. 11. Interim financial statements of the ETF Company and its subsidiaries as of the last fiscal quarter immediately preceding the filing of the listing application. 12. Prospectus prepared in compliance with the requirements of the Securities Regulation Code, SEC and PSE ETF Rules and other pertinent laws (The Preliminary Prospectus should be submitted in 25 copies 7 calendar days prior to its presentation to the PSE Board of Directors.) 13. For ETF companies conducting an initial public offering, basis and/or computation of the offer price range as required under the Securities Regulation Code. 14. Copies of all material contracts or agreements, if any, entered into by the ETF Company with a tabular summary indicating therein the date, type of contract, parties involved and particulars of the contract (including considerations for each party, closing conditions, if any and current status thereof). 15. For ETF companies conducting an IPO: (a) certified true copy of the mandate letter of the underwriter; (b) the draft underwriting agreement; and (c) written undertaking of Issue Manager and Underwriter manifesting their conformity to comply with and be bound by all the rules of the PSE. 16. Public Ownership Report ("POR") form duly accomplished by a duly authorized officer of the ETF Company. The POR must be submitted not later than one (1) week prior to the listing of the shares of the ETF Company. 17. Certifications on compliance with the Suitability Rule of the Exchange and list of pending cases, if any (Annex "A"). 18. Sworn Certification issued by the duly authorized signatory of the ETF Company of the terms and conditions of its proposed IPO, including the timetable of IPO activities, if applicable. 19. Sworn Certification of the Corporate Secretary of the ETF Company certifying (i) that the photocopies submitted are true copies of the original documents; and (ii) that the hard copies and soft copies are identical. 20. Other documents which may be required by the Exchange, including, but not limited to, updates on previous documents submitted. Documents regarding the Fund Manager *The following must be submitted by the ETF Company, unless they already form part of the Registration Statement* 1. SEC certified true copy of the following: Articles of Incorporation and By-laws and the Certificate of Incorporation of the ETF Company and latest amendments thereto; Certificate of Increase in Capital Stock, if any; License, if any; Certification of good standing issued by the SEC within six (6) months immediately preceding the filing of the listing application; and GIS (or any other similar document) for at least two (2) years immediately preceding the filing of the listing application. 2. SEC-certified true copy of the license of the Fund Manager as an Investment Company Adviser in accordance with the ICA. 3. If the Fund Manager is an entity regulated by the BSP (e.g., bank, trust entity, etc.), the following must be submitted: a copy of its letter to the BSP informing the latter of its participation in the ETF Company and the certified true copy of BSP's letter informing them of the formal action taken by the BSP; and/or certified true copy of the BSP's trust license, if applicable. 4. Copies of the audited financial statements of the Fund Manager and its subsidiaries, if any, covering the two (2) fiscal years immediately preceding the filing of the listing application with proof of receipt by the BIR. 5. Interim financial statements of the Fund Manager and its subsidiaries, if any, as of the last fiscal quarter immediately preceding the filing of the listing application. 6. Copy of the agreement between the ETF Company and the Fund Manager, with an attached Sworn Certification of the Corporate Secretary of the Fund Manager (or any other similar document) evidencing the authority of the signatories. 7. Curriculum vitae of the Fund Manager's directors, top management, division heads and key officers. The Curriculum Vitae must include a signed statement attesting to the subsisting validity of the officer or personnel's professional license and qualification to perform the duties. 8. Sworn Certification of the Corporate Secretary of the Fund Manager on the following: i. The number of years that the Fund Manager has been conducting business operations; ii. The members of the Fund Manager's top management and/or group/unit heads with a minimum of five (5) years experience in managing funds and rendering financial advisory services. The names with the respective rank and designation, and a summary of their supporting experience information must be indicated; iii. The Fund Manager has sufficient and effective resources, controls and procedures to perform its obligations as a Fund Manager. This must be supported by the Fund Manager's general operating guidelines, risk management procedures and/or any similar relevant document(s) to ensure, among others: a. the segregation of the ETF assets and other properties from those of its own account by clearly and properly identifying and labelling the said assets and properties; and b. sufficient resources, including competent manpower complement, and proper systems, procedures and processes to effectively and efficiently perform its business activities and its duties and responsibilities, and to ably supervise and ensure compliance with the regulatory requirements. iv. List of the Fund Manager's client base with a profile of its clients, including information on the nature of business, office address and contact details, and type of engagement being rendered or rendered by the Fund Manager to the concerned client. The list must indicate completed engagements of the Fund Manager for the past five (5) years in managing funds; and v. Engagement Contracts or any similar relevant document(s) proving the completed engagements of the Fund Manager for the past five (5) years. 9. Certifications on compliance with the Suitability Rule of the Exchange and list of pending cases, if any, as described in Annex "A". 10. Other documents which may be required by the Exchange, including, but not limited to, updates on previous documents submitted. Authorized Participant and/or Market Maker *The following must be submitted by the ETF Company as documents pertaining to its Authorized Participant (AP) or its AP and Market Maker (MM), unless they already form part of the Registration Statement* 1. SEC-certified true copy of the following: Articles of Incorporation and By-laws and the Certificate of Incorporation of the company engaged as the Authorized Participant (AP) or as AP and Market Maker (MM) and latest amendments thereto; Certificate of Increase in Capital Stock, if any, of the AP; Certification from the SEC that the AP does not have any accountabilities, liabilities and/or is not subject of any investigation within six (6) months immediately preceding the filing of the listing application; and Latest GIS (or any other similar document) of the AP. If the AP is also a Market Maker, GIS for at least the past two (2) years prior to the filing of the listing application. 2. Latest audited financial statements of the AP with proof of receipt by the BIR. 3. Copy of the agreement/s between the ETF Company and the AP (and MM, in proper cases), with an attached Sworn Certification of the Corporate Secretary of the AP (and MM, in proper cases) (or any other similar document) evidencing the authority of the signatories. 4. Curriculum vitae of the AP's directors, top management, division heads and key officers. The Curriculum Vitae must include a signed statement attesting to the subsisting validity of the officer or personnel's professional license and qualification to perform the duties required hereunder. 5. SEC-certified true copies of documents showing SEC registration as a Market Maker, if applicable. 6. Sworn Certification of the Corporate Secretary of the AP/MM on the following: i. The paid-up capital of the AP; ii. The AP has adequate resources, including competent staff, and appropriate systems, procedures, and processes to execute transactions in ETF shares in a proper and efficient manner. iii. The AP adopts adequate and effective internal control procedures, including the necessary measures to maintain independence of its different office units, and satisfactory risk management procedures. Items (ii) and (iii) must be supported by the AP's organizational structure, number of employees with respective designations, position and/or rank, general operating guidelines, risk management procedures and/or any similar relevant document(s) to demonstrate compliance with said requirement. iv. The list of engagements as an AP for other ETF companies for the past five (5) years, if any. This must be supported by documents proving the said engagements; and v. The AP, its directors or executive officers are not subject to any case that pose a serious question on the AP's, directors' or executive officers' integrity or capability to perform its functions as an AP and, when applicable, as Market Maker. A serious question exists relative to the above persons if, during the past five (5) years, any of the following events occurred: 1) any petition for insolvency, rehabilitation, receivership, liquidation, bankruptcy or any other similar proceeding filed by or against said persons or any business of which said persons are directors, general partners or executive officers either at the time of the filing of the petition or within two (2) years prior to that time; 2) any conviction by a trial court in a proceeding for an offense involving moral turpitude, domestic or foreign; and 3) being subject to any order, judgment, or decree of any court of competent jurisdiction or regulatory body, whether domestic or foreign, enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities or found to have violated a securities or commodities law. 7. Other documents which may be required by the Exchange, including, but not limited to, updates on previous documents submitted. Custodian *The following must be submitted by the ETF Company, unless they already form part of the Registration Statement* 1. SEC-certified true copy of the following: Articles of Incorporation and By-laws and the Certificate Incorporation of the Custodian and latest amendments thereto; Certificate of Increase in Capital Stock, if any of the Custodian; and Latest GIS (or any other similar document) of the Custodian. If the Custodian is a Securities Depository, SEC-certified copy of Registration Documents and License to Operate as a Securities Depository in the Philippines, if applicable. If the Custodian is a universal or commercial bank with a trust license or a non-bank entity with a trust license, a copy of the Trust License certified by the BSP or other governmental entity duly-authorized to issue a trust license. If the Custodian is a branch or representative office of a foreign bank, the following must be submitted in lieu of the above: SEC-certified true copy of license to transact business in the Philippines and copy of the authenticated Board authorizing the establishment of branch or representative office in the Philippines and designating its resident agent authorized to receive summons and other legal processes with proof of receipt by the SEC; BSP-Certified document attesting to authority of branch or representative office to operate in the Philippines as a Custodian and its trust license; and Latest GIS (or equivalent document showing its capital structure, board of directors and officers). 2. Latest audited financial statements of the Custodian with proof of receipt by the BIR; 3. Copy of the agreement between the ETF Company and the Custodian, with an attached Sworn Certification of the Corporate Secretary of the Custodian (or any other similar document) evidencing the authority of the signatories. 4. A universal or commercial bank with a trust license or a non-bank with a trust license acting as custodian should submit a copy of their letter to the BSP informing the latter of such participation in the ETF Company, and the certified true copies of the BSP's letter informing them of the formal action taken by the BSP. 5. Curriculum vitae or detailed profile of the Custodian's directors and officers; or if Custodian is a branch or representative office of a foreign entity, the curriculum vitae or detailed profile of the branch or representative officer/resident agent or official representative/s of the branch office to the SEC and the BSP and the officers directly involved in the custodian operations for the ETF Company. 6. Sworn Certification of the Corporate Secretary of the Custodian (or any other similar document) on the following: i. The Custodian has effective quality controls and procedures, including the necessary measures to maintain independence of its different office units, and satisfactory risk management procedures. This must be supported by the Custodian's General Engagement Operating Guidelines or Risk Management Procedures; ii. It has adequate resources, including competent staff, and appropriate systems, procedures and processes to ensure that the ETF assets and properties are held in the following manner: a. Clearly identified and properly labelled as assets and properties of the ETF; b. ETF assets and properties are properly segregated physically and/or on the records of the Custodian; Unless otherwise authorized in writing by the SEC upon proper application, the assets and properties are registered in the name of or for the account of the ETF Company. and iii. List of the Custodian's client base with a profile of its clients, including information on the nature of business, office address and contact details, and type of engagement being rendered or rendered by the Custodian to the concerned client. The list must indicate engagements of the Custodian for the past five (5) years in performing the functions of a Custodian. 7. Other documents which may be required by the Exchange, including, but not limited to, updates on previous documents submitted. Auditor *The following must be submitted by the ETF Company, unless they already form part of the Registration Statement* 1. SEC-certified true copy of official documents showing SEC's accreditation of the auditing firm and of the signing partner or practitioner, as well as their accreditation as Class A auditors. The certification must have been issued within the last six (6) months immediately preceding the filing of the application. 2. Copy of the agreement between the ETF Company and the auditing firm, with an attached Sworn Certification of the Corporate Secretary of the auditing firm (or any other similar document) evidencing the authority of the signatories. 3. Curriculum vitae or detailed profile of the auditor's directors and officers. 4. Other documents which may be required by the Exchange, including, but not limited to, updates on previous documents submitted. Index Provider *The following must be submitted by the ETF Company, unless they already form part of the Registration Statement* 1. SEC-certified true copy of the following: Articles of Incorporation and By-laws and the Certificate of Incorporation of the Index Provider and the latest amendments thereto; Certificate of Increase in Capital Stock, if any of the Index Provider; and Latest GIS (or any other similar document) of the Index Provider. If the Index Provider is a branch or representative of a foreign company, the following must be submitted in lieu of the above: SEC-certified true copy of license to transact business in the Philippines and copy of the authenticated Board authorizing the establishment of branch or representative office in the Philippines and designating its resident agent authorized to receive summons and other legal processes with proof of receipt by the SEC; and Latest GIS (or equivalent document showing its capital structure, board of directors and officers). 2. Sworn certification of independence (or any other similar document) of the Index Provider from the ETF Company signed by any two (2) of the ETF Company's executive officers with an attached Sworn Corporate Secretary's Certification evidencing the authority of the signatories. 3. Copy of the agreement between the ETF Company and the Index Provider, with an attached Sworn Certification of the Corporate Secretary of the Index Provider (or any other similar document) evidencing the authority of the signatories. 4. Curriculum vitae or detailed profile of the Index Provider's owners, directors, officers and persons directly responsible for the design and review of the index; or if the Index Provider is a branch or representative office of a foreign company, the curriculum vitae or detailed profile of the branch or representative officer/resident agent or official representative of the branch office to the SEC and officers directly involved in the operations of the ETF Company. 5. Other documents which may be required by the Exchange, including, but not limited to, updates on previous documents submitted. Requirements: Two (2) printed copies of each required document: one (1) original or when specified, certified true copy; and one (1) photocopy of each document. The printed copies must be bound in the order as indicated in the checklist and must be properly tabbed. CD or DVD containing scanned copies of each required document in .pdf format. The filename must clearly indicate the type of document ( e.g. , Application for Listing of Stocks, etc.). The CD or DVD must be properly labelled with the applicant company's name and date of filing. For an application covering an initial public offering, soft copy of the draft prospectus in MS Word format. If draft agreements with other participants are submitted, soft copy of the said agreements in MS Word format. For additional submissions, the above shall be observed unless the Exchange specifies that the soft copy of the additional required document may be submitted through electronic mail. ANNEX A Suitability Certifications To be Submitted by the ETF Company 1 Sworn Corporate Secretary's Sworn Certification from the ETF Company's Certification on all pending Corporate Secretary on: litigation involving the ETF Company (i) All pending legal cases in which the ETF Company is a party or has an interest therein before any judicial, quasi-judicial, administrative or regulatory body, stating the following minimum information: case title, names of the parties, case no., judicial, quasi- judicial, administrative, executive or regulatory body entity where the case is filed, nature of the case, brief description of the facts and issues involved, amount involved (if applicable) and current status; and (ii) Reason(s) why the ETF Company should not be disqualified from listing with the Exchange, in view of the legal cases stated above. 2 Sworn Corporate Secretary's Sworn Certification from the ETF Company's Certification on the Compliance Corporate Secretary on the compliance by the ETF with the Suitability Rule under Company and all of its directors, officers, promoters Article I, Part B of the Revised and/or control persons with each of the provisions Listing Rules concerning the under Article I, Part B of the Revised Listing Rules grounds for disqualification concerning the grounds for disqualification from from listing of securities listing of securities ("Suitability Rule"). ("Suitability Rule") by the ETF Company, its directors, officers, If any of the grounds under the Suitability Rule exists, promoters and control persons the certification must likewise include the following minimum information: (i) Nature of disqualification; (ii) If referring to a legal case, information on case title, names of the parties, case no., judicial, quasi-judicial, administrative, executive or regulatory body entity where the case is filed, nature of the case, brief description of the facts and issues involved, amount involved (if applicable) and current status; and (iii) Reason(s) why the ETF Company should not be disqualified from listing with the Exchange, in view of the identified ground for disqualification. 3 Sworn Certification of the Sworn Certification from each director, officer, involvement, if any, of the promoter and/or control person of the ETF Company members of the board of on: directors and executive officers in criminal, bankruptcy or I. Whether there is any serious question relating to insolvency investigations or the integrity or capability of the ETF Company or any proceedings against them and of its director, executive officer, promoter or control involvement in any other person, a serious question exists relative to the above pending legal cases persons and/or entities if, during the past five (5) years, any of the following events occurred: (a) Any petition for insolvency was filed by or against the ETF Company or any of its directors or officers or any business of which any of its directors was a director, general partner or executive officer either at the time of the insolvency or within two (2) years prior to that time; (b) Any conviction by final judgment in a criminal proceeding for an offense involving moral turpitude, domestic or foreign, including a nollo contendere case, or being subject to a pending criminal proceeding for an offense involving moral turpitude, domestic or foreign, excluding traffic violations and other minor offenses; (c) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and (d) Being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign exchange or electronic marketplace or self-regulatory organization, to have violated a securities or commodities law, and the judgment has not been reversed, suspended, or vacated. II. Whether the ETF Company or any of its director, executive officer, promoter or control person has become subject of legal proceedings for suspension of payments or other debt relief within the past five (5) years, or otherwise becomes unable to pay its debts as they mature or shall make or threaten to make an assignment for the benefit of, or a composition or arrangement with, creditors or any class thereof, or shall declare a moratorium on indebtedness. III. (For Initial Listing Applications Only) All pending legal cases filed by or against said director or officer or any business in which he is a director, officer, promoter and/or control person, before any judicial, quasi-judicial, administrative, executive or regulatory body, stating the following minimum information: case title, names of the parties, case no., judicial, quasi-judicial, executive, administrative or regulatory body entity where the case is filed, nature of the case, brief description of the facts and issues involved, amount involved (if applicable) and current status; and IV. Reason(s) why the ETF Company should not be disqualified from listing with the Exchange despite the existence of any of the foregoing circumstance/s. 4 Undertaking to Disclose (For Initial Listing Applications Only) Sworn undertaking of the highest-ranking corporate officer and Corporate Secretary of the ETF Company to disclose to the Exchange within twenty-four (24) hours from the ETF Company's knowledge of: i. Any change or development on any matter stated in all the Certifications submitted by the Corporate Secretary and each director, officer, promoter and/or control person; and/or ii. The filing of any case by or against the ETF Company and/or any of its directors, officers, promoters and/or control persons stating the relevant information thereon such as case title, names of the parties, case no., the judicial, quasi-judicial, administrative, executive or regulatory entity/body where the case is filed or initiated, the nature or of the case, the brief description of the facts and issues involved, the amount involved (if applicable); and the current status thereof; and/or iii. Any material information, corporate act, development or event which would reasonably be expected to affect investors' decision in relation to the trading of its securities that may transpire from the date of filing of the application until listing date. To be Submitted by the Fund Manager 1 Sworn Corporate Secretary's Sworn Certification from the Fund Manager's Certification on all pending Corporate Secretary on: litigation involving the Fund Manager All pending legal cases in which the Fund Manager is a party or has an interest therein before any judicial, quasi-judicial, administrative or regulatory body, stating the following minimum information: case title, names of the parties, case no., judicial, quasi-judicial, administrative, executive or regulatory body entity where the case is filed, nature of the case, brief description of the facts and issues involved, amount involved (if applicable) and current status; and reason(s) why the ETF Company should not be disqualified from listing with the Exchange, in view of the legal cases stated above. 2 Sworn Corporate Secretary's Sworn Certification from the Fund Manager's Certification on the Compliance Corporate Secretary on the compliance by the Fund with the Suitability Rule under Manager, its directors and officers directly involved in Article I, Part B of the Revised the operations of the ETF Company with each of the Listing Rules concerning the provisions under Article I, Part B of the Revised grounds for disqualification Listing Rules concerning the grounds for from listing of securities disqualification from listing of securities ("Suitability ("Suitability Rule") by the Fund Rule"). Manager, its directors and officers directly involved in the If any of the grounds under the Suitability Rule exists, operations of the ETF Company the certification must likewise include the following minimum information: (i) Nature of disqualification; (ii) If referring to a legal case, information on case title, names of the parties, case no., judicial, quasi-judicial, administrative, executive or regulatory body entity where the case is filed, nature of the case, brief description of the facts and issues involved, amount involved (if applicable) and current status; and (iii) Reason(s) why the ETF Company should not be disqualified from listing with the Exchange, in view of the identified ground for disqualification. 3 Sworn Certification of the Sworn Certification from each of the Fund Manager's involvement, if any, of the Fund directors or officers directly involved in the operations Manager's members of the of the ETF Company on: board of directors and officers directly involved in the I. Whether there is any serious question relating to operations of the ETF Company the integrity or capability of the Fund Manager or any in criminal, bankruptcy or of its director or officer directly involved in the insolvency investigations or operations of the ETF Company. A serious question proceedings against them and exists relative to the above persons and/or entities if, involvement in any other during the past five (5) years, any of the following pending legal cases events occurred: (a) Any petition for insolvency was filed by or against the Fund Manager or any of its director or officer directly involved in the operations of the ETF Company or any business of which any of its directors was a director, general partner or executive officer either at the time of the insolvency or within two (2) years prior to that time; (b) Any conviction by final judgment in a criminal proceeding for an offense involving moral turpitude, domestic or foreign, including a nollo contendere case, or being subject to a pending criminal proceeding for an offense involving moral turpitude, domestic or foreign, excluding traffic violations and other minor offenses; (c) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and (d) Being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign exchange or electronic marketplace or self-regulatory organization, to have violated a securities or commodities law, and the judgment has not been reversed, suspended, or vacated. II. Whether the Fund Manager or any of its director or officer directly involved in the operations of the ETF Company has become subject of legal proceedings for suspension of payments or other debt relief within the past five (5) years, or otherwise becomes unable to pay its debts as they mature or shall make or threaten to make an assignment for the benefit of, or a composition or arrangement with, creditors or any class thereof, or shall declare a moratorium on indebtedness. III. (For Initial Listing Applications Only) All pending legal cases filed by or against said director or officer or any business in which he is a director, officer, promoter and/or control person, before any judicial, quasi-judicial, administrative, executive or regulatory body, stating the following minimum information: case title, names of the parties, case no., judicial, quasi-judicial, executive, administrative or regulatory body entity where the case is filed, nature of the case, brief description of the facts and issues involved, amount involved (if applicable) and current status; and IV. Reason(s) why the ETF Company should not be disqualified from listing with the Exchange despite the existence of any of the foregoing circumstance/s.