EFTA01480059.pdf

Derivative and Foreign Exchange (FX)/Commodity Transactions JP Morgan Regulated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") A. Agreement for All Transactions The following provisions apply to all clients who enter Into (a) foreign exchange swaps or deliverable foreign exchange or commodity forwards (collectively, 'Exempt Transactions") or (b) swaps (other than foreign exchange swaps but otherwise without regard to uaderlier), equity index derivatives, commodity derivatives, and foreign exchange transactions (other than Exempt Transactions) (collectively, "Derivatives") 1. If the Account is a Joint account, the term 'clients shall refer to each joint accountholder. By signing below, each joint accountholder Is making the representations in Paragraph 3 separately from the other joint accountholder based on his, her, or Its separate transactions and activities. each time 2. The client represents, warrants and certifies to 3.P. Morgan on a continuing basis (which, for avoidance of doubt, includes 'Eligible Contract Participant,' as that ).P. Morgan executes or dears an Exempt Transaction or a Derivative) that he, she or It is an that term Is defined in the Commodity Exchange Act, by reason of the following (Check one): n The and client is an Individual riding for he or her own account with Investable assets in excess of (I) $10,000,000; or (II) who will be entering into such transactions In order to manage the risk associated with an asset owned or liability $5,000,000 incurred, or reasonably likely to be owned or incurred, by the client. are not publicly traded. If 'Investable assets' may not always Include Securities of companies that are privately held and which n on the basis of your ownership of such securities, please contact J.P. Morgan. you are making this representatio entity acting for Its own account that (I) has The client Is a corporation, partnership, proprietorship, organization, trust or other assets exceeding $10,000,000 but its obligations under the total assets exceeding $10,000,000; (ii) that does not have total transactions will be guaranteed or otherwise supported by a letter of credit, keepwell, support, or other agreement by an subject exceeding $1,000,000 and (2) will enter into entity that is an eligible contract participant; or (ill) that (a) (1) has a net worth transactions In connection with the conduct of the entity's business, or to manage the risk associated with an asset or liability owned or incurred by the entity In the conduct of the entity's business, or (b)(1) does owned or incurred or reasonably likely to be into transactions (other than security-based swaps, security-based not have a net worth exceeding $1,000,000; (2) win enter or to manage the risk associated with swap agreemetits, or mixed swaps) in connection with the conduct of the entity's business entity In the conduct of the entity's an asset or Debility owned or Incurred, or reasonably likely to be owned or Incurred, by the $10,000,000 or entities with total (3) all the owners of the entity are individuals with Investable assets in excess of business; and assets exceeding $10,000,000. ✓ Other. Please consult ).D. Morgan concerning additional documentation that will be required. 3. The client represents, warrants and certifies to Morgan on a continuing basis (which, for avoidance of doubt, Includes each time that ).P. Morgan executes or clears an Exempt Transaction or a Derivative transaction) that: transactions in a gross notional amount greater than $8 (a) In the preceding 12 months, the client has not executed Derivatives the client does not (i) hold itself out as a dealer in billion, or, if the client has executed Derivatives transactions in such amount, regularly enter into Derivatives with counterpartles as an ordinary course of Derivatives; (ii) make a market In Derivatives; (iii) business for Its own account; or (iv) engage In activity causing It to be commonly known in the trade as a dealer or market maker in Derivatives. that permit It to maintain a total (b)(i) The client does not have express arrangements with Its Derivatives counterparties does not maintain notional uncoaateralized exposure of more than $100 million to all such counterparties, and (II) the client positions of more than $2 billion in any major category of Derivatives, or more than $4 billion In aggregate Derivatives Derivatives. registration under the U.S. (c) The client is not a commodity pool, en investment fund that relies on certain exemptions from Income Security Program, Investment Company Act of 1940, or an employee benefit plan under the U.S. Employee Retirement in nature under U.S. nor is the client primarily engaged in activities that are in the business of banking or that are !blander banking laws. ✓ should The client is unable to make one or more of the representations, warranties and certifications In this Paragraph consult LP. Morgan about additional documentatio n that will be required. 3. Such clients Title SPN CAS .LP. Morgan Use Only 1 of 5 Banker/Investor 6/13 1072 Confidential Treatment Requested by JPM-SDNY-00002109 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271307 EFTA01480059