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EXHIBIT 99
TruServ Investment Program
TruServ Investment Program Instructions for Completing Payer's Request for
Taxpayers Identification Certification: Under Federal tax law, you must provide
TruServ Corporation with your correct Social Security or other Taxpayer ID
number, a certification that the number provided is correct and a certification
that you are not subject to backup withholding. Failure to furnish your correct
Social Security or Taxpayer ID Number and required certifications will result in
31% of any interest earned being withheld and paid to the IRS. In addition, you
may be subject to a penalty imposed by the IRS if you fail to provide your
correct Social Security or Taxpayer ID number or if you make an incorrect
certification.
I/We request the investment, as indicated on the attached application form(s),in
the TruServ Investment Program. I/We have identified on the application form()
either the two, three and/or four-year term(s), and the election of semiannual
interest compounding or payment by issuing a check semiannually.
I/We acknowledge that I/We have received and reviewed the Program Description
and Prospectus, and have reviewed and approved all schedules, and the W-9
application and this agreement . I/We agree to all terms and conditions of the
TruServ Investment Program as set forth in the Program Description. I/We agree
that TruServ Corporation may amend the Program Description from time to time and
that such amendments shall be binding upon me/us.
I/We agree that TruServ Corporation may comply with any levies, garnishments and
court orders at the sole and absolute discretion of TruServ Corporation.
I/We jointly and severally hereby agree to defend, indemnify, reimburse,
exonerate, save and hold harmless TruServ Corporation and its agents for, from
and against any and all losses, damages, claims, demands and expenses, including
reasonable attorneys fees, of any and every nature, arising in whole or in part
out of, or relating to the written information, tax identification number,
certifications, renewal or other notice or instructions provided by me/us or out
of my/our bad faith, negligence, willful misconduct, strict liability or breach
of this agreement.
I/We agree that this agreement may be terminated by TruServ Corporation at any
time upon TruServ Corporation's written notice mailed to me/us at the address
stated on the Application Form.
I/We understand that the TruServ Investment Program is administered by The
Northern Trust Company on behalf of TruServ Corporation. The Northern Trust
Company is not a co-principal of the TruServ Investment Program and no
investment dollars will be held by The Northern Trust Company. US Bank Trust
National Association is the acting indenture trustee of the TruServ Investment
Program pursuant to a written trust indenture between TruServ Corporation and US
Bank Trust National Association.
Custodial Account: If a minor is the beneficial owner of the account, an adult
Custodian manages the account until the minor comes of age as specified in the
Uniform Gift to Minors Act in the Custodian's state of residence. Custodian's
signature is required for all transactions.
Additional copies of the Program Description and Prospectus are available upon
request by writing to: TruServ Investment Program, Investor Services, Attn:
Agent of Issuer, P.O. Box 75933, Chicago, IL 60675-5933.
This form is intended for the sole use of Investors by the agent of the TruServ
Investment Program. INCOMPLETE FORMS OR MISSING SUPPORTING DOCUMENTATION FOR THE
PURCHASE OF NOTE OR NOTES, WILL RESULT IN THE RETURN OF YOUR INVESTMENT.
Summary of key features of the Program include, (full Program provisions are
detailed in the Program Description and Prospectus):
- Investment(s) in the TruServ Investment Program cannot be pledged
- Note denominations cannot be altered once purchased
- Ownership cannot be transferred or changed
- It is a condition of this obligation of the Company, and the holder by the
acceptance hereof agrees, that the indebtedness evidenced by and accruing
on notes to be purchased shall be and at all times remain junior and
subordinate in right of payment to any and all other indebtedness of
TruServ Corporation.
- TruServ Corporation retains the sole right to call any and all TruServ
Investment Program Notes at any time.
AGREEMENT WILL BE REJECTED IF THIS FORM AND ALL ATTACHED DOCUMENTS ARE NOT
COMPLETE. ALL APPLICANTS' SIGNATURES ARE REQUIRED.
PLEASE SIGN
Primary Signature Date
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Co-Applicant Signature Date
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Co-Applicant Signature Date
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Co-Applicant Signature Date
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TIPAG00
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If you are a current Investor in the TruServ Investment Program enter your Account number here. ACCOUNT NUMBER
(Bank Reference 01) 9 4 2
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TYPE OF ACCOUNT [ ] INDIVIDUAL ACCOUNT (Bank Reference 01) [ ] JOINT ACCOUNT (Bank Reference 03)
--------------------------------------------------- ------------------------------------------
Please check only one. NAME OF OWNER NAME OF OWNER
Use one application per --------------------------------------------------- ------------------------------------------
Account. For additional SOCIAL SECURITY NUMBER SOCIAL SECURITY OWNER
Application, photocopy --------------------------------------------------- ------------------------------------------
or Call 1-800-507-9000. NAME OF JOINT OWNER
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[ ] GIFT TO MINOR (CUSTODIAL ACCOUNT) (Bank Reference 04) [ ] TRUST ACCOUNT (Bank Reference 05)
MINOR IS THE BENEFICIAL OWNER OF THE ACCOUNT. AN ADULT ACCOUNT IS ESTABLISHED UNDER THE
CUSTODIAN MANAGES THE ACCOUNT UNTIL THE MINOR COMES OF PROVISIONS OF A TRUST AGREEMENT. TRUSTEE'S
AGE AS SPECIFIED IN THE UNIFORM GIFT TO MINORS ACT. OR DESIGNATED AGENT'S SIGNATURE IS
CUSTODIAN'S SIGNATURE IS REQUIRED FOR ALL TRANSACTIONS. REQUIRED FOR ALL TRANSACTIONS. PLEASE
ATTACH FIRST TWO AND LAST TWO PAGES OF
TRUST AGREEMENT WITH THIS APPLICATION.
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NAME OF CUSTODIAN TRUST TITLE
--------------------------------------------------- ------------------------------------------
NAME OF MINOR TRUSTEE'S NAME
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MINOR'S SOCIAL SECURITY NUMBER CO-TRUSTEE (IF ANY)
--------------------------------------------------- ------------------------------------------
CUSTODIAN'S STATE OF RESIDENCE TRUST DATE TRUST TAX ID NUMBER
--------------------------------------------------- ------------------------------------------
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MAILING ADDRESS ADDRESS EVENING PHONE NUMBER
( )
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CITY, STATE, ZIP DAYTIME PHONE NUMBER
( )
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INVESTMENT AMOUNTS NOTE: The minimum initial investment per term is $1,000.00 and in increments of $1,000.00.
& MATURITY SELECTION ENCLOSED IS (ARE) MY CHECK(S) PAYABLE TO TRUSERV INVESTMENT PROGRAM FOR $
-----------------------
SEPARATE CHECKS MUST [ ] 2-YEAR TERM [ ] 3-YEAR TERM [ ] 4-YEAR TERM
BE SENT FOR EACH TERM.
------------------------------- ------------------------------ -------------------------------
AMOUNT CHECK NUMBER AMOUNT CHECK NUMBER AMOUNT CHECK NUMBER
$ $ $
------------------------------- ------------------------------ -------------------------------
INTEREST PAYMENT [ ] COMPOUND INTEREST TO NOTE PRINCIPAL [ ] ISSUE AND MAIL CHECK TO REGISTERED ACCOUNT ADDRESS
OPTION Accrued interest will be added to the principal
balance semiannually
NOTE: If no interest payment option is selected,
interest will be automatically compounded.
MEMBER/INVESTOR [ ] TRUSERV MEMBER (Bank Reference 03) [ ] IMMEDIATE FAMILY MEMBER OF TRUSERV MEMBER
AFFILIATION (Bank Reference 04)
--------------------------------------------------- ------------------------------------------
(if applicable) Please D/B/A NAME D/B/A NAME
check the appropriate box --------------------------------------------------- ------------------------------------------
and complete the MEMBER NUMBER MEMBER NUMBER RELATIONSHIP
information requested --------------------------------------------------- ------------------------------------------
I CERTIFY THAT THE ABOVE APPLICANT IS A MEMBER OF MY FAMILY. APPLICATIONS WILL NOT BE PROCESSED IF NOT
SIGNED BY MEMBER.
X X
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W-9 TAX INFORMATION W-9 information must be completed or application will not be processed. Unless the box is checked, I
am not subject to backup withholding because I have not been notified by the IRS that I am subject to
such withholding, or the IRS has notified me that I am no longer subject to backup withholding.
X BOX IF APPLICABLE. [ ] I am subject to backup withholding under provisions of selection 340(a)(1)(c) of the Internal Revenue
Code. The Social Security or Tax-payer ID number provided on this form is correct. Return completed W-9
application and check to TruServ Investment Program, P.O. Box 75933, Chicago, Illinois 60675-5933.
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OVER - INVESTOR SIGNATURE REQUIRED
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QUESTIONS & ANSWERS
I'M INTERESTED. The program package contains:
HOW DO I INVEST?
- a program description and prospectus, which you
should review carefully before investing
- an Agreement
- rates for two, three, and four-year Notes
- a W-9 form
- an Investment Program Application & Agreement and
- a return envelope
Simply complete the Agreement, W-9 Form, and Investment
Program Application and Agreement forms and attach any
required documentation and a check for your investment
amount. Return these items in the furnished envelope.
WHAT IS THE See the rate card included with the program package, or
INTEREST RATE? call 1-800-507-9000 for the latest rates.
HOW IS INTEREST Interest is paid semiannually (every six months from,
PAID? and on anniversary of issue date) and can be mailed to
you by regular mail the next business day or added to
your principal for compounding.
IS THE INTEREST Yes. All income credited to your account is subject to
INCOME TAXABLE? federal and applicable state and local taxes. The
interest income information needed to prepare your tax
returns will be sent to you shortly after the end of
each calendar year on Form 1099INT.
WILL MY INVESTMENT A notification will be mailed to you prior to maturity
AUTOMATICALLY BE PAID giving you the option to reinvest at then-current
OUT AT MATURITY? rates. If you do not elect this option, your investment
will automatically redeem.
ARE THERE ANY FEES? No. There are no up-front "sales load" management or
redemption fees.
WHAT INFORMATION WILL You will receive combined quarterly statements
I RECEIVE ON MY detailing all transactions--investments, redemptions
ACCOUNT? and interest payments, or reinvestments for all Notes
held in your Account. You will receive confirmation of
each new investment, advance notices of maturities and
annual 1099INT forms for tax purposes.
CAN I TRANSFER No. Ownership cannot be assigned, transferred or
OWNERSHIP OF MY pledged.
INVESTMENT?
WHAT IF I HAVE Call 1-800-507-9000. You will receive general program
QUESTIONS? information and renewal rates for the TruServ
Investment Program as set by the company. You can call
this number 24 hours a day, seven days a week for
specific individual Account information as well as rate
and general information. For personal answers to other
questions, trained service representatives will be
available Monday through Friday, 7:30 a.m. to 6 p.m.
Central Time, except on federal holidays.
EARLY REDEMPTION Early Redemption is not permitted
If your question is not answered here, consult the following Program Description
and Program Prospectus or call the toll-free hotline at 1-800-507-9000.
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TRUSERV INVESTMENT PROGRAM DESCRIPTION
GENERAL PROGRAM The TruServ Investment Program was established in 1994
DESCRIPTION to accommodate the continued investment of non-Members
holding Subordinated Notes received as part of their
patronage distribution. This program allows people who
support and contribute to TruServ Corporation to
benefit from its success. The Notes are available for
purchase in one thousand dollar ($1,000.00)
denominations. The Investor can elect for the Notes to
be issued for two, three or four-year periods
TruServ Corporation reserves the right to modify,
withdraw or cancel the offer made hereby at any time.
INTEREST RATE The rate of interest on the Notes are set by
TruServ Corporation, and fixed for the term of the
Note. Rate information for the current investment
period is available by consulting the current rate
information card or by calling 1-800-507-9000.
Investors will have the option to elect to receive
interest payments on a semiannual basis and will be
paid every six months from and on anniversary of issue
date, with payment mailed to you by regular mail the
following business day, or to have the interest
payments added to the Note principal resulting in
compounded interest calculations. Interest is
calculated on a 365-day year actual/actual basis.
Interest payments and principal at maturity will be
paid by check. Account statements and check payouts may
be mailed separately. Each investor ("Investor") will
have the ability to change the option on the way
interest is paid or reinvested by notifying the Agent
Bank at TruServ Investment Program, P.O. Box 75933,
Chicago, Illinois 60675-5933.
TYPE OF ACCOUNTS The Notes must be registered in one of the four
categories listed below and investment Applications
must include a W-9 and information and documentation as
listed.
SINGLE TENANCY: INCLUDE Social Security or Federal Tax
Identification Number, Signature on the Application.
Joint Tenancy with Rights of Survivorship: INCLUDE
Social Security or Federal Tax Identification Numbers
and Signatures of all parties on the Application.
TENANCY BY CUSTODIAN (Uniform Gift to Minor Act):
include Social Security or Federal Tax Identification
Number and signatures of Guardian(s) on the Application
(For a custodial account, the minor is considered the
beneficial owner of the account. An adult Custodian
manages the account until the minor comes of age as
specified in the Uniform Gift to Minors Act in the
custodians state of residence. The Custodian's
signature is required for all transactions).
LIVING TRUST: INCLUDE Copy of Living Trust (1st two and
last two pages only), Social Security Number or Federal
Tax Identification Number, Signature on the
Application.
(These Notes cannot be held by a retirement savings
plan described in Section 4975 (e)(1) of the Internal
Revenue Code of 1986, as amended.)
NOTES CHARACTERISTICS Transfer assignment, pledging and subdivision of the
Notes are not permitted. Please read the Prospectus
carefully for details. A Note is not equivalent to a
deposit or other bank account and is not subject to the
protection of the Federal Deposit Insurance Corporation
or any other insurance. The Program is not subject to
the requirements of the Investment Company Act of 1940
(including diversification of Investment) or the
Employee Retirement Income Security Act of 1974.
There are no up-front "sales load," management or
redemption fees.
TAXES & APPLICABLE For information concerning important tax aspects of the
LAWS Notes, please read your Prospectus carefully.
AGENT BANK TruServ Corporation has engaged The Northern Trust
Company as the Agent Bank to service this Program. The
Agent Bank will send the following to the Investor:
- Confirmation of new investment
- Quarterly statements listing all Notes held and all
transaction information on a year-to-date basis
- Advance maturity notices with renewal forms
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- Form 1099INT
- Semiannual interest check with amount for multiple
Notes (if the Investor owns more than one) combined
The Northern Trust Company is not a co-principal of the
TruServ Investment Program and no investment dollars
will be held by The Northern Trust Company.
Additionally, the Agent Bank provides an automated
voice response system (1-800-507-9000) to allow
Investors to call and obtain aggregate account and
individual Note information. The Agent Bank will also
set up new accounts and Notes, respond to inquiries and
provide to Investors information on Notes and accounts.
Additional or other inquiries from Investors will be
forwarded to TruServ Corporation.
Investments in a Note will be represented by a Program
account (an "Account") established for the Investor by
the Agent Bank. The Notes will not be represented by a
certificate or any other instrument evidencing TruServ
Corporation's indebtedness.
Investors will be assigned a new Account number and
Personal Identification Number (P.I.N.) for telephone
access to their Account information.
All investments in the Notes are investments in
securities of TruServ Corporation and are not an
obligation of the Agent Bank.
TRUSTEE The Notes are issued under an Indenture between TruServ
Corporation and US Bank Trust National Association.
TRANSFERS Investors may not transfer ownership of the Notes(s).
The Investors will not be able to break the Note into
smaller denominations at any time during the life of
the Note(s).
AUTHORIZED SIGNATURES All signatures of registered owners are required.
AND PAYOUTS Checks will be sent only to the Investor's registered
Account address.
REDEMPTION BY The Notes will be redeemable at the option of TruServ
TruServ Corporation Corporation at any time, in whole or in part, at 100%
of the principal amount thereof, plus accrued and
unpaid interest to the redemption date. Any partial
redemption of the Notes will be effected by lot or pro
rata or by any other method that is deemed fair and
appropriate by the Trustee. TruServ Corporation may
also, at any time at its option, redeem one or more
individual Notes.
The Notes being redeemed by TruServ Corporation, plus
accrued and unpaid interest thereon to the date of
redemption, will be paid by check to the Investor of
the Note(s). Interest on the redeemed amount shall
cease to accrue on and after the effective date of
redemption.
ACCOUNT INFORMATION For current Account Information, Investors may call
toll free 1-800-507-9000.
NOTE SUBORDINATION The Notes will be subordinated in right of payment to
senior notes indebtedness to banking institutions,
trade creditors and other indebtedness of TruServ
Corporation.
ADDITIONAL INFORMATION The Prospectus for this offering the TruServ Investment
Program Agreements and the TruServ Investment Program
Application and Agreement Form are being delivered with
this Program Description. Additional copies of the
Prospectus may be obtained by contacting TruServ
Corporation at 1-773-695-5388 or via the Internet at
[email protected]
ACCOUNT SETUP AND All Account setup forms, (W-9, TruServ Investment
INVESTMENT Program Agreement, TruServ Corporation Application and
Agreement Form), accompanied by a personal, certified
or cashier's check, should be mailed to:
TruServ Investment Program, Investor Services, P.O. Box
75933, Chicago, Illinois 60675-5933
REDEMPTION BY THE Early redemption by the Note holder is not permitted.
NOTE HOLDER
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