Exhibit 10.4


 


TRANSFER
AGENT, REGISTRAR AND DISBURSING AGENT AGREEMENT


 


THIS AGREEMENT


 


Made
as of the       day of               , 20  


In
the City of Toronto, Province of Ontario


 


BETWEEN:


 


SPROTT
ASSET MANAGEMENT LP


a
limited partnership existing under the laws of

Ontario, hereinafter referred to as the “Manager”

who is entering into this contract on behalf of

Sprott Physical Gold Trust

(hereinafter referred to as the “Issuer”)


 


-
And


 


EQUITY
TRANSFER & TRUST COMPANY


a
company existing under the laws of Canada

(hereinafter referred to as “Equity”)


 


WHEREAS the Manager
wishes to appoint Equity as transfer agent, registrar and disbursing agent of
the Issuer and whereas Equity wishes to accept such appointments


 


NOW
THEREFORE in consideration of the mutual premises and
Agreements contained in this Agreement the parties hereto agree and covenant
with each other as follows:


 


Authority of the Manager to Act for the Issuer


 


The
Manager represents and warrants that;


 


(a)          The Manager has been duly
granted the power and authority to act on behalf of the Issuer


 


(b)         The Manager has been duly
granted the power and authority to execute on behalf of the Issuer any
document, agreement, certificate or instrument deliverable to Equity hereunder;
and


 


(c)          The Manager has been duly
granted the power and authority to take any actions as the Manager may deem
necessary or advisable to accomplish the purposes of this Agreement.


 

















 


(d)         The Manager on behalf of the
Issuer, having taken all the necessary and required actions to properly
authorize the execution, delivery and performance by it of this Agreement
hereby appoints Equity as the Issuer’s transfer agent, registrar and disbursing
agent with respect to the issued and outstanding trust units (hereinafter the “Trust Units” or “Units”) as
evidenced by a certificate or book entry on the issuer’s security register upon
the terms and conditions set out in this Agreement.


 


2.                        Equity’s
Acceptance of Appointment


 


Equity accepts such
appointment as transfer agent, registrar and disbursement agent and agrees to
faithfully carry out and perform its duties hereunder. The effective date of
the appointment of Equity Issuer shall be when all records have been duly
delivered to Equity with arrangements being made for a book entry only registry
with CDS for Canadian and non-North American unitholders and with DTC for U.S.
unitholders.


 


3.                        Equity’s
Transfer Agency and Registrar Responsibilities


 


(a)          Equity shall keep, at its
office in Toronto, the Issuer’s register of holders of Trust Units (hereinafter
the “Unitholders”). Subject to such general
and particular instructions as may from time to time be given to Equity by or
under the authority of the board of directors of the general partner of the
Manager on behalf of the Issuer or any applicable law, Equity shall make such
entries from time to time in the Registers as may be necessary in order that
the accounts of each Unitholder shall be properly and accurately kept and
transfers of Trust Units properly recorded.


 


(b)         Equity shall furnish to the
Issuer, upon reasonable request and at the expense of the Issuer, such
statements, lists, entries, information and material, concerning transfers and
other matters, as are maintained or prepared by it as transfer agent, registrar
and disbursing agent of the Issuer.


 


4.                        Dividend
Disbursements


 


(a)                                  The Manager on
behalf of the Issuer hereby appoints Equity to disburse dividends in the form
of cash distributions or other distributions (hereinafter the “Distributions”) for the benefit of the issued and outstanding
Trust Units on the terms and conditions set out in this Agreement.  Equity shall disburse all Distributions which may be
declared from time to time on the Trust Units, and Equity is hereby authorized
and directed to pay such Distributions after receipt at its principal office in
Toronto of:


 


(i)                                    a written and
duly executed direction from the Manager, on behalf of the Issuer, stating that
a Distribution has been declared and setting out all relevant particulars,
including, without limitation, the date of the 


 

















 


declaration, record date and
the amount per unit of the Distribution. Such direction shall be delivered at
least 5 business days before the record date for the Distribution; and


 


(ii)                                 the timely
deposit of funds in an amount sufficient for the payment of Distributions to
enable Equity to issue the cheques in order to effect a timely Distribution.


 


(b)                                 If any funds
are received by Equity in the form of uncertified cheques, Equity shall be
entitled to delay the time for release of such funds until such uncertified
cheques shall be determined to have cleared the financial institution upon
which the same are drawn. Equity shall hold any amount on account of
distributions which are unclaimed or which cannot be paid for any reason and
Equity shall be entitled to hold such funds in an interest bearing account and
to retain for its own account any interest earned by the holding of same prior
to its disposition in accordance with this Agreement.


 


(c)                                  Equity is fully
authorized and empowered to deduct from any Distribution declared by any Issuer
and to be disbursed by Equity any tax that is required to be withheld, pursuant
to the Income Tax Act (Canada) with respect to the payment of Distributions and
capital gains. Equity is also fully authorized and empowered to prepare on
behalf of the Issuer and to file with the Canada Revenue Agency any information
returns required by law under the Income Tax Act with respect to the payment of
Distributions and returns of capital.


 


5.                                      Authority to
Act and Reliance


 


(a)                                  The Manager
shall provide to Equity a Certificate of Incumbency which shall contain
certified specimens of the signatures of the directors and/or officers of the
general partner of the Manager who are authorized to sign Trust Unit
certificates and other documents and to give directions to Equity on behalf of
the Issuer. The Manager shall promptly advise Equity, in writing, as to any
changes in authorized signatories and shall simultaneously provide new
certified specimen signatures to Equity for its permanent record.
Notwithstanding the foregoing, the Manager agrees to provide such certified
specimens of authorized signatures to Equity when requested to do so from time
to time.


 


(b)                                 Equity may act
upon any signature, certificate or other document believed by it to be genuine
and to have been signed by the proper person or persons, or refuse to transfer
a Trust Unit certificate if it is not satisfied as to the propriety of the
requested transfer.  Equity may also act
on the receipt of facsimile and similar electronic instructions that it
believes to be genuine and to have been signed or initiated by the proper
person or persons.


 


(c)                                  Equity may from
time to time refer any documents, requests or questions which may arise in
connection with the performance of its duties hereunder to legal counsel for
the Issuer, at the expense of the Issuer, or to its own counsel, at the 


 

















 


expense of the Issuer for an
opinion thereon and shall be entitled to rely absolutely on such opinion and
shall be indemnified and held harmless by the Issuer against and from any
liability, cost and expense for any action taken by Equity or not taken by
Equity in accordance with such instructions or advice. Notwithstanding the
foregoing, Equity may accept and act on any documents which appear to it to be
in order and, provided it has done so in the absence of bad faith, gross
negligence or willful misconduct, shall be indemnified and held harmless by the
Issuer against any liability, cost and expense.


 


(d)                                 The Manager
represents and warrants that all Trust Units of the Issuer issued and
outstanding on the date of the appointment are issued as fully-paid and
non-assessable and that the list of Unitholders for the Issuer provided to
Equity is complete and accurate. The Manager agrees on behalf of the Issuer
that with respect to future allotments and issuances of Trust Units, Equity
shall issue and regard such Trust Units as fully-paid and non-assessable.


 


(e)                                  Equity may
employ, at the expense of the Issuer, such counsel, consultants, experts,
agents, agencies or advisors (hereinafter “Advisors”) as
it may reasonably require for the purpose of performing its duties hereunder
and shall not be responsible or held liable for any damages resulting from the
actions, negligence or misconduct of any such Advisors so employed.


 


6.                                      Issue, Transfer
and Cancellation of Certificates


 


(a)                                  The Issuer
agrees that it will promptly furnish to Equity from time to time:


 


(i)                                    copies of all
constating documents, amendments thereto and all relevant by-laws and
resolutions relating to the creation, amendment, allotment and issuance of
Trust Units; and


 


(ii)                                 copies of all
relevant documents and proceedings relating to increases and reductions in the
Issuer’s capital, the reorganization of or change in its capital or the
bankruptcy, insolvency, winding-up or dissolution of the Issuer.


 


(b)                                 Upon receipt of
a certified copy of a resolution of the board of directors of the Manager, on
behalf of the Issuer, authorizing the issuance of Trust Units, together with
written instructions from an authorized director or officer of the Manager, on
behalf of the Issuer, giving particulars of the registered owners of such Trust
Units, Equity shall register such Unitholders and countersign and deliver
certificates representing such Trust Units in accordance with such instructions
and Equity can rely that such instructions are in compliance with exchange or
regulatory requirements as promulgated from time to time.


 


(c)                                  The Issuer
agrees that, so long as this Agreement is in force, it shall issue no Trust
Unit certificates without such Trust Unit certificates being countersigned by
Equity in its capacity as transfer agent and registrar.


 

















 


(d)                                 When a
certificate is presented to Equity for the purpose of transfer, transfer of any
of the Trust Units in respect of which such certificate was issued may be
refused by Equity until it is satisfied that such certificate is valid, that
the endorsement thereon is genuine (and, where required, properly guaranteed)
and that the transfer requested is legally authorized.  In the absence of bad faith, gross negligence
or willful misconduct, Equity shall not incur any liability in refusing to
effect any transfer which, in its judgment, is improper or unauthorized, or in
carrying out any transfer which, in its judgment, is proper or authorized.
Equity shall incur no liability with respect to the delivery or non-delivery of
any Trust Unit certificate whether delivered by hand, mail or other means.


 


(e)                                  Upon receipt of
notice from the Issuer or from any Unitholder that a certificate has become
lost, apparently destroyed or wrongfully taken, Equity agrees to place an
appropriate notation on the register of Unitholders.  Equity shall not be required to issue a
replacement certificate to the owner of a security for any certificate that has
been lost, apparently destroyed or wrongfully taken unless:


 


(i)                                    neither the
Issuer nor Equity has received notice that the security represented by the
certificate has been acquired by a good faith purchaser;


 


(ii)                                 the owner has
filed with Equity an indemnity bond sufficient, in Equity’s opinion, to protect
the Issuer and Equity from any loss that either of the Issuer or Equity may
suffer by complying with the request to issue a new certificate; and


 


(iii)                              the owner has
satisfied all other requirements as Equity may from time to time impose, acting
reasonably, including without limitation the delivery by the owner to the
Issuer and Equity of a written indemnity together with a statutory declaration
that the certificate was lost, apparently destroyed or wrongfully taken.


 


For this purpose , the
Issuer hereby irrevocably delegates to Equity the power to determine the
sufficiency of the indemnity bond so posted and to impose all such other
reasonable requirements as Equity may from time to time require in this regard.


 


All Trust Unit certificates surrendered to
Equity on any transfer of Trust Units or on exchanges of certificates in
respect to any change in or reorganization of capital shall be cancelled by
Equity and held by it for a period of 7 years. 
Equity shall not be required to hold such certificates after the expiry
of such period and Equity is hereby authorized to destroy such certificates
forthwith after the end of the 7 year period.


 


(f)                                    In the case of
monthly redemptions for cash the unitholder’s broker will advise CDS who will
in turn follow a procedure as described in the prospectus which has been filed
to register these units (hereinafter the Prospectus”)
and advise Equity by the delivery to Equity of a Cash Redemption Notice (as
defined in the 


 

















 


Prospectus),Equity will
process the cancellation at the CDS level and will deliver the payment to CDS
following the procedure described in the Prospectus.


 


(g)                                 In the case of
quarterly redemptions for physical gold bullion the unitholder’s broker will
advise CDS who will in turn advise Equity by the delivery to Equity of a Gold
Redemption Notice (as defined in the Prospectus), following a procedure as
described in the Prospectus; Equity will process the cancellation at the CDS
level and will advise the Manager or the Trustee as defined in the Prospectus,
who will then issue instructions as to the gold delivery to the unitholders
broker.


 


7.                                      Notice of Events


 


The Manager on behalf of the
Issuer shall promptly advise Equity in writing of the following;


 


(a)                           proposed action
with respect to payment or non-payment of Distributions;


 


(b)                          proposed
actions with respect to retirement or redemption of any Units;


 


(c)                           the setting of
all record dates; and


 


(d)                          any change in
the form or nature of the Units or the rights or privileges of the holders.


 


8.                                      Fees


 


(a)                                  Equity’s fees
for its services to the Issuer hereunder shall be those that are set out in  “Schedule A” which is subject to revision
during the term of this Agreement on 30 days’ written notice. The Issuer shall
reimburse Equity for all costs and expenses incurred or expended by Equity in
connection with the performance of its duties hereunder and such additional
fees and expenses as are agreed between the parties to be warranted in order to
comply with any laws it may be subject to as transfer agent, registrar and
disbursing agent of the Issuer.  Any
amount due hereunder and unpaid 30 days after being rendered will bear interest
from the expiration of such period at a rate per annum equal to the then
current rate charged by Equity, payable on demand.


 


(b)                                 The Issuer
acknowledges that the fees of Equity are confidential information and shall not
disclose such fees to a third party without the written consent of Equity
except for disclosure (i) to the Issuer’s professional advisors, or (ii) as
required by law.


 


9.                                      Indemnity


 


(a)                                  In addition to
and without limiting any other indemnity specifically provided herein, the
Issuer agrees to defend, indemnify and hold harmless Equity, its successors and
assigns, and its and each of their respective directors, officers, 


 

















 


employees and agents (the “Indemnified
Parties”) against and from any demands, claims, assessments, proceedings,
suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages,
debts, expenses and disbursements (including expert consultant and legal fees
and disbursements on a substantial indemnity, or solicitor and client, basis)
(collectively, the “Claims”) that the Indemnified Parties, or any of them, may
suffer or incur or that may be asserted against them, or any of them, in
consequence of, arising from or in any way relating to this Agreement (as the
same may be amended, modified or supplemented from time to time) or Equity’s
duties hereunder or any other services that Equity may provide to the Issuer in
connection with or in any way relating to this Agreement or Equity’s duties
hereunder, except that no individual Indemnified Party shall be entitled to
indemnification in the event such Indemnified Party is found to have acted
negligently, in bad faith or engaged in willful misconduct For greater
certainty, the Issuer agrees to indemnify and save harmless the Indemnified
Parties against and from any present and future taxes (other than income
taxes), duties, assessments or other charges imposed or levied on behalf of any
governmental authority having the power to tax that are owed by the Issuer in
connection with Equity’s duties hereunder. In addition, the Issuer agrees to
reimburse, indemnify and save harmless the Indemnified Parties for, against and
from all legal fees and disbursements (on a substantial indemnity basis)
incurred by an Indemnified Party if the Issuer commences an action, or cross
claims or counterclaims, against the Indemnified Party and the Indemnified Party
is successful in defending such claim.


 


(b)                                 The Issuer
agrees that its liability hereunder shall be absolute and unconditional to the
Indemnified Parties regardless of the correctness of any representations of any
third parties and regardless of any liability of third parties to the
Indemnified Parties, and shall accrue and become enforceable without prior
demand or any other precedent action or proceeding, and shall survive the
resignation or removal of Equity or the termination of this Agreement.


 


(c)                                  Equity shall be
under no obligation to prosecute or defend any action or suit in respect of its
agency relationship under this Agreement, but will do so at the request of the
Issuer provided that the Issuer furnishes an indemnity satisfactory to Equity against
any liability, cost or expense which might be incurred.


 


(d)                                 In addition to
the remedies provided herein, Equity shall be entitled to any other rights and
recourses it may have against the Issuer.


 


10.                               Limitation on Liability


 


(a)                                  Equity shall
not be liable for any error in judgment, for any act done or step taken or
omitted by it in good faith, for any mistake of fact or law or for anything
which it may do or refrain from doing in connection herewith except arising out
of its gross negligence, bad faith or willful misconduct.  In particular, but without limiting the
generality of the foregoing, with respect to meetings of Unitholders, Equity
shall, not be liable to the Issuer or to any other party for having relied upon



 

















 


or deferred to the instructions
or decisions of the Issuer, its legal counsel, or the chairman of the meeting
and shall be fully indemnified by the Issuer for any damages or liability
flowing from such action or inaction by Equity in doing so.


 


(b)                                 In the event
Equity is in breach of this Agreement or its duties hereunder or any Agreement
or duties relating to any other services that Equity may provide to the Issuer
pursuant to written instructions of the Issuer in connection with or in any way
relating to this Agreement or Equity’s duties hereunder, Equity shall be liable
for claims or damages only to an aggregate maximum amount equal to the amount
of fees paid by the Issuer to Equity hereunder in the twelve months preceding
the last of the events giving rise to such claims or damages, except to the
extent that Equity has acted grossly negligently, in bad faith, or engaged in
willful misconduct.  In no event shall
Equity be liable for indirect or consequential damages.


 


11.                               Amendment, Assignment and Termination


 


(a)                                  Subject to 11(b) and
11(c) and except as specifically provided herein, this Agreement may only
be amended or assigned by a written agreement of the parties.


 


(b)                                 Any entity
resulting from the merger, amalgamation or continuation of Equity or succeeding
to all or substantially all of its transfer agency business (by sale of such
business or otherwise), shall thereupon automatically become the transfer
agent, registrar and disbursing agent hereunder, without further act or
formality.


 


(c)                                  Any entity
resulting from the merger, amalgamation or continuation of an Issuer shall
thereupon automatically become the Issuer hereunder, without further act or
formality.


 


(d)                                 This Agreement
may be terminated by either party on 60 days’ notice in writing being given to
the other at the address set out in this Agreement or at such other subsequent
address of which notice has been subsequently given.


 


(e)                                  In the case of
a termination of Equity’s services by the Manager on behalf of the Issuer
pursuant to this Section, provided that the Issuer is in compliance with all of
the terms of this Agreement including the payment of all amounts owing to
Equity hereunder, Equity shall deliver over to the Issuer the books and
registry of the Issuer and against a receipt executed by the Issuer.


 


(f)                                    Notwithstanding
Section 11(d), this Agreement may be terminated by Equity on 30 days
notice in writing to the Issuer in the event the Issuer refuses or fails to pay
an invoice for fees and expenses, or other demand for payment issued or made
pursuant to this Agreement by Equity, within 60 days of the original invoice or
demand.


 


(g)                                 The provisions
of Sections 8(b), 9 and 10 shall survive termination of this Agreement.


 

















 


(h)                                 If at any time
the name of Equity is changed and at such time any certificates have been
countersigned but not delivered, Equity may adopt the countersignature under
its prior name and deliver such certificates so countersigned; and in case at
that time any certificates have not been countersigned, Equity may countersign
such certificates either in its prior name or in its changed name; and in all
such cases such certificates will be validly countersigned.


 


(i)                                     If the Issuer
terminates this Agreement under this Section of this Agreement, the Issuer
shall be obliged to pay a termination fee to cover the cost of preparing the
records for delivery to the Issuer or another Transfer Agent and ongoing
communication with investors and the investment community. The fee will be
equal to 20% of the previous twelve months billing for all transfer agency services.


 


(j)                                     Any notice or notification to be given by one party to this Agreement to
the other shall be in writing and delivered by hand or sent by first class
insured mail, prepaid courier or by facsimile transmission to the following
address:


 


If to the
Issuer:


 


c/o
Sprott Asset Management LP


Suite 2700,
South Tower


Royal
Bank Plaza, 200 Bay Street


Toronto,
Ontario, M5J 2J1


Attention:  Steven Rostowsky


 


If to
Equity:


Equity Transfer &
Trust Company


200
University Avenue,


Suite 400


Toronto,
Ontario


M5H
4H1


Fax:
416 361 0470


Attention:
Helen Stratigeas


 


And
all notices shall be deemed to have been effectively given on the date three (3) business
days after the date of mailing or, if delivered by hand or sent by facsimile
transmission or any other form of written recorded communication on the date of
delivery or transmission.


 

















 


12.                               General


 


(a)                                  This Agreement
shall be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of
Canada applicable therein and the parties hereby attorn to the jurisdiction of
the courts of the Province of Ontario.


 


(b)                                 This Agreement
shall enure to the benefit of and be binding upon the parties hereto and their
successors and assigns.


 


(c)                                  This Agreement
may be executed in counterparts and may be delivered by facsimile transmission.


 


IN WITNESS WHEREOF this Agreement has been
duly executed by the parties hereto.


 


 


	
  EQUITY TRANSFER &
  TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signing Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized
  Signing Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SPROTT ASSET MANAGEMENT LP

  	
   

  
	
  by its general partner, Sprott
  Asset Management GP Inc.

  	
   

  
	
   

  	
   

  
	
  On behalf of the Issuer.

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signing Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signing Officer

  	
   

  



 














 


Resolution Appointing Equity Transfer & Trust Company as

Transfer Agent, Registrar and Disbursing Agent


 


BE IT RESOLVED THAT:


 


1.                                       Equity
Transfer & Trust Company (“Equity”), is hereby
appointed the transfer agent, registrar and disbursing agent for the Trust
Units (“Trust Units”) of Sprott Physical Gold Trust


 


2.                                       the register of
transfers and register of holders of the Trust Units shall be kept at the
principal office of Equity in the City of Toronto;


 


3.                                       all Trust Units
shall be effectively and interchangeably transferable on the register of
transfers or on any branch register of transfers maintained by Equity
regardless of where or when the Trust Unit certificates therefore shall have
been issued, and entry of the transfer of any Trust Units on the register of
transfers or in any branch register of transfers shall for all purposes be a
complete and valid transfer; and


 


4.                                       any director or
officer of Sprott Asset Management GP Inc., as the general partner of Sprott
Asset Management LP the duly appointed Manager of Sprott Physical Gold Trust is
hereby authorized and directed, for and on behalf of Sprott Physical Gold Trust
to do any and all such acts and things and to execute and deliver any and all
Agreements and other documents in such form and terms as such director or
officer may approve, to carry out the provisions of this resolution and to
evidence the aforesaid appointment, such approval to be conclusively evidenced
by such director or officer’s execution and delivery of such Agreements or
other documents.


 


* * * * * *


 


CERTIFIED to be a true
copy of a resolution of the board of directors of

Sprott Asset Management GP Inc. as Manager of Sprott Physical Gold Trust


 


 


And which resolution is in
full force and effect as of the date hereof.


 


DATED:                
day of               , 2009


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Title)

  



 

















 


CERTIFICATE OF INCUMBENCY

SPECIMEN SIGNATURES OF THE

OFFICERS AND DIRECTORS OF SPROTT ASSET MANAGEMENT GP INC.


 


I,
                                                
of the City of Toronto


 


In
the Province of Ontario


 


Herein
Certify That I am the                                                 of


 


Sprott
Asset Management GP Inc.., the general partner of Sprott Asset Management LP,
the duly appointed Manager of Sprott Physical Gold Trust


 


The
following persons are duly elected or appointed qualified directors or officers
of Sprott Asset Management GP Inc. holding the office or offices indicated
opposite their respective names, that they are authorized to give instructions
to Equity Transfer & Trust Company and that the signatures appearing
opposite their respective names are the genuine signatures of such persons:


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  Certified by:

  	
   

  	
   

  
	
   

  	
  (Officer’s Signature, Name and Position)

  	
   

  



 


Dated
effective the      day of               , 2009.


 

















 


LIST OF OFFICERS AND
DIRECTORS


 


To:
EQUITY TRANSFER & TRUST COMPANY


 


Dear
Sirs:


 


I
HEREBY CERTIFY that the following are the Officers and Directors
of Sprott Asset Management GP Inc., general partner of Sprott Asset Managment
LP, the Manager of Sprott Physical Gold Trust


 


	
  Name

  	
   

  	
  Position

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Dated this       day of               , 2009.


 


 


	
   

  	
   

  
	
   

  	
  Sprott Asset Management GP
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:  

  	
   

  
	
   

  	
  (Title)