EFTA01594834.pdf

.LP. Morgan Account Application Package for SOUTHERN TRUST COMPANY INC A. Forms to Complete Please add an missing information to the following fornia andlithial any changes you make. After you sign the, them In the self-addressed envelope provided arta the contact listed ki'Section D. 3PMorgan Account Application Form 1PMorgan Account Suitability Form JPMorgan Account Over The Counter Derivatives Approval Form 31"Morgan Exchange Traded Options Agreement 31,4organ Dodd Frank Regulated Derivatives IPMorgan Standing Instructions (Cash Management) J.P.Morgan Pate: DUNE 20. aua 'Lunen return B. Documents we need from you When you return the completed application, please Include the most recent version of the following documents: C. Reference Documents Please read and keep these enclosed documents for your records: Fee Schedule(s) Depositing Securities & Cash Into 1PMorgan Account 31"Morgan Privacy Policy General Terms for Accounts and Services Occ Booklet -Characteristics Et Risks of Standardized Options Occ Nov 2012 Supplement Risk Disclosure D. Contacts If you have any questions concerning this package, please call: Name: VALENCIA DOYLE Address. 395 NORTH SERVICE RD City: MELVILLE State: NEW YORK Phone: Fax: Zip: 11747 E. Important information about procedures for opening a new account To help the government fight the rum:Mg of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record Information that Identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth and tax Identification number for U.S. persons or passport number, country of issuance and expiration date for non-U.S. persons. In order to demonstrate that we have confirmed your identity, we will ask for a copy of your driver's license or other identifying documents such as a passport, Military ID or other government issued document. The following notice Is required by the Unlawful Internet Gambling Enforcement Act of 2006 and applies to all commercial clients. JPMorgan Chase Bank, N.A. strictly prohibits the use of accounts to conduct transactions, Including but not limited to the receipt of funds through electronic funds transfer, by check, draft, or any similar insotiment, that are related, directly or Indirectly, to EFTA01594834 unlawful intemet gambling. IP. Morgan Use Only Title SPN CAS Banker/Investor 03/10 US952 J.P. Morgan Account Suitability Supplement P Morgan A. Account Information (required for )PMS Brokerage and Investment Management accounts Title of Account: SOUTHERN TRUST COMPANY, INC Personal Accounts 0 Individual 0 Community Property Primary Account Owner: Number of Dependents 0 Joint (3TWROS/lAWROS for TX residents) 0 Transfer on Death (TOO) Name of Employer 0 Tenants in Common 0 un4A/UGMA an/ @Tenants by the Entirety 0 rRA Total Net Worth excl. Owner Annual Income (5) Liquid Net Worth (5) primary residence (5) Joint Account Owner: Annual tncomej$) Entity Accounts Corporation 0 Partnership 0 pic/Pric (applicable to international entities only) 0 Sole PrierletorShiP 0 Foundation 0 Endowment Annual Income (s; 5,000,000 0 Limited Liability Company 0 Limited Liability Partnership 0 Other Non Profit Liquid Net Worth (5) 25,000,000 Total Net Worth (5)30,000,000 Trust/Estate Accounts 0 TruSt 0 Estate 0 Endowment 0 Foundation 0 ERISA Plan 0 Other Charitable Trust 0 Other Trust/Estate Liquid Net Worth (5) Trust/Estate Total Net Worth ($) B. Affiliations (required for JPMS Brokerage and Investment Management accounts) Applicable to account owners or authorized signers or trustees and executors. I, my spouse, or Immediate family member who receives material support from me or gives material support to me is, or has been, a director, corporate officer, control person, affiliate or an owner of 10% of a public corporation's stock: 0 Yes gi No If yes, name of person Name of corporation yes, is the corporation traded publicly on a U.S. Stock exchange? 0 Yes 03 No I, my spouse, immediate family member who receives material support from me or gives material support to me, or an individual controlling the account is employed by or associated with an FCM, broker dealer, a futures or securities exchange, the NFA or FINftA, the CFTC, SEC or the MSRB: 0 Tes ra No If yes, name of employer Name of employee/assoc. Accountholder or immediate family member or another household member is an employee of a financial institution or insurance EFTA01594835 company: 0 Yes (Z) No If yes', name of institution Name of employee/assoc. •If Yes, Broker -Dealer and F1NRA member financial institutions must provide written permission on corporate letterhead to open a Brokerage, Margin, or Investmeio: Management account. C. Brokerage Account Information (required for )PMS Brokerage accounts only) Investment Profile My objective for this account (check one): 0 Capital Preservation 0 Income Generation 21 Capital Appreciation Speculative or aggressive Investments that may gtnerate higher returns but may be riskier than other Investments because I may lose all or part of my investment (check one): 0.0 Are permitted In this account 0 Are not permitted In this account Primary source of Income: El Investments 0 Compensation 0 Pension 0 Other Please indicate the number of years of personal trading experience for the authorized party(s) on this account: Hedoe Funds/ 10 Emerging Priv-ate ri Futures 10 Mutual Stocks Bonds 1° FX 1° Structuredl° Options 10 10 Markets Placements Commodities Funds_ I currently have brokerage accounts with the following firms: NO Approximate value of investable assets held away from the firm? $ 1.000,000 Those assets are invested In the following Asset Classes: 12Equities OFixed Income & Cash SlAlternative Investments 00ther Most of those assets are Invested in: Equities El Fixed Income & Cash M Alternative Investments 0 Other Check only one selection for Investment Time Horizon, Primary Liquidity Needs, and Secondary Liquidity Needs Investment Time Horizon: 0 Less than I year 0 1-5 years 06-10 years rE3 Greater than 10 years Primary Liquidity Needs: Secondary Liquidity Needs: OShort Term ElShort Term 0 Medium Term ID Medium Term gg Long Term E Long Term 0 None 0 None J.P. Morgan Use Only Page 1 of 2 SOUTHERN TRUST COMPANY, INC Title 239150 SPN NELSON 0 JUSTIN Banker/Investor 0222035463 CAS 3/13 1522 J.P. Morgan Account Suitability Supplement J.P. Morgan C. Brokerage Account Information (cont.) Large Trader Identification Number* ("LTID") LTID - If applicable, enter LTIO number here; 0000 DO DD *Large Trader definition Is explained in paragraph 16 of the Brokerage Account Agreement custodian (if applicable) 0 .IPMorgan OlaSViank, N.A. Margin Account Requested' El Yes 0 NO 0 Other (please specify) EFTA01594836 Options Trading (required for exchange traded options, over-the- counter traded options or structured products) Yes (a Derivatives Approval form will be required) 0 No Personal Accounts Only Marital Status of Primary Account Owner: ['Married 05ingle ['Divorced 0 Widowed Spouse Information: Name Name of Employer Occupation/Position Annual income Non -Individual Accounts On ty If applicable, enter Legal Entity Identifier here: DE10113[30 E a DEO DEBE'R.BEI D. Agreement I have read, understand and agree to this application and the General Terms for Accounts and Services and the Account Agreement (in each case, our "Agreement"). The Agreement, with amendments from time to time, generally will apply to any future account, product or service that we agree upon orally, electronically or otherwise, although certain accounts, products or service-. may require additional documentation. This Agreement (including this application) Is a security agreement under Article 9 of the Uniform Commercial Code, as amended from time to time. I have read and consent to the terms of IP. Morgan's Private Bane and Private Wealth Management Privacy Notice, Including the manner in which my Information is received and used, and that upon opening an account with IP. Morgan's Private Bank or Private Wealth Management (together described as the "Private Banking Business- In the Notice) my information will be used by one or more members of the Private Banking Business' family of companies (as listed in the Notice) in order to make available to me the products and services available through the Private Banking Business, E. Pre -dispute Arbitration (This applies to Margin and Brokerage, but not Investment Management Accounts.) By signing below, I acknowledge agreement to arbitrate any controversies arising out of the Margin or Brokerage Agreements with J.P. Morgan Securities LLC, in accordance with paragraph 11 of the Brokerage Agreement that I have received. Paragraph 11 is located in the Agreements for Accounts and Services Offered Through 3.P. Morgan Securities LLC and J.P. Morgan Entities which is contained within the Combined Terms and Conditions and within the International General Terms for Accounts and Services AccouRtAgreernents. F. Signature All accountholders are regaired to sg low.—Please note: any changes not initialed by you, or any information that remains missing on tfiese forms will 1ps adciiiv in open ng'your account and may require us to send the application bad( to you. Slgnatur to I .-sit3 ate Signature (Accountholder) Date Print Name EFTA01594837 3.P. Morgan Use Only Page 2 of 2 SOUTHERN TRUST COMPANY, INC Title 239150 SPN NELSON 0 JUSTIN Banker/Investor 0222035463 CAS 3/13 1522 Derivative and Foreign Exchange (FX)/Commodity Transactions Regulated by the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act") J.P Morgan 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 underlier), 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 'client' shall refer to each joint accountholder. By signing below, each Joint accountholder is making the representations in Paragraph 3 separatety from the other joint accountholder based on his, her, or its separate transactions and activities, 2. The client represents, warrants and certifies to J.P. Morgan on a continuing basis (which, for avoidance of doubt, Includes each time that IP. Morgan executes or dears an Exempt Transaction or a Derivative) that ee, she or It Is an "Eligible Oceanid Participant,' as that term Is defined In the Commodity Exchange Act, by reason of the following (Check one): The client is an individual acting for his or her own aunt with investable assets In excess of (I) S10,000,000; or (Ii) $5,000,000 and who will be entering Into such transactions In order to manage the risk associated with an asset owned or liability incurred, or reasonably likely to be owned or incurred, by the client. 'Investable assets may net always Include securities of companies that are privately held and which are not publicly traded. If you are making this representation on the basis of your ownership of such securities, please contact IP, Morgan. The client Is a corporation, partnership, proprietorship, organization, trust or other entity acting for Its own account that (I) has total assets exceeding $10,000,000; (II) that does not have total assets exceeding $10,000,000 but its obligations under the subject transactions will be guaranteed or otherwise supported by a letter of credit, keepwell, support, or Other agreement by an entity that is an eligible contract participant; or (ill) that (a) (1) has a net worth exceeding $1,000,000 and (2) will enter Into transactions lo connection with the conduct of the entity's business, or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or Incurred by the entity In the conduct of the endty's business, or (b)(1) does not have a net worth exceeding $1,000,000; (2) lei enter Into transactions (other than security -based swaps, security -based swap agreements, or mixed swaps) in connection with the conduct of the entity's business or to manage the risk associated with EFTA01594838 an asset or liability owned or incurred, or reasonably likely to be owned or incurred, by the entity In the conduct of the entity's business; and (3) all the owners of the entity are individuals with Investable assets In excess of $10,000.000 or entitles with total assets exceeding $10,000,000, Other. Please consult 3.P. Morgan concerning additional documentation that will be required. The client represents, war -ants and certifies to J.P. Morgan on a continuing basis (which, for avoidance of doubt, Includes each time that 3.P. Morgan executes or clears an Exempt Transaction or a Derivative transaction) that: (a) In the preceding 12 months, the client has not executed Derivatives transactions In a gross notional amount greater than $8 billion, or, If the client has executed Derivatives transactions in such amount, the client does not (I) hold Itself out as a dealer in Derivatives; (ii) make a market in Derivatives; (III) regularly enter into Derivatives with counterparties as an ordinary course of business fa, 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. (b)(i) The client does not have express arrangements with its Derivatives counterparties that permit it to maintain a total unceilaterallzed exposure of more than $100 million to all such counterparties, and (II) the client does riot maintain notional Derivatives pOSitionS of more than $2 billion In any major category of Derivatives, Or more than $4 billion in aggregate Derivatives. (c) The client is not a commodity pool, an Investment fund that relies on certain exemptions from registration under the U.S Investment Company Act of 1440, or an employee benefit plan under the U.S. Employee Retirement Income Security Program, nor Is the cilent primarily engaged In activities that are in the business of banking or that are financial in nature under U.S. banking laws. The client is unable to make one or more of the representations, warranties and certifications In this Paragraph 3. Such clients should consult 3.P. Morgan atiout additional documentation that will be required. J.P. Morgan Use Only 1 of 3 Title Banker/Investor SPN CAS 6/13 1072 Derivative and Foreign Exchange (FX) Commodity Transactions Regulated by the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act") J.P.Morgan A. Agreement for All Transactions (cont.) 4. Special Entity Status (non -individual accounts only) The client represents, warrants and certifies to J.P. Morgan on a continuing basis (which, for avoidance of doubt, includes each time that J.P. Morgan executes or dears an Exempt Transaction or a Derivative transaction) that it Is riot consleered a Special Entity for EFTA01594839 purposes of the 00=1 -Frank Act. Prior to completing this Section 4, the client should perform approprote due diligence and, if necessary, consult with legal counsel, in regards to these representations, warranties and certifications. (a) The client is the following entity type (check one): Er A Special Entity', as defined below. A tax-exempt organization filing under Internal Revenue Code Section 501(c)- (3), which is not an endowment. S. Neither a Special Entity nor 3 tax-exempt organization Ming under Internal Revenue Code Section 501(c)(3). (b) Was the client created (check one): IT By a public official, entity, or authority through an action pursuant to such person's official capacity or deectly or Indirectly , through authority or direction of law (e.g. through legislation, regulation, court order, or other similar authority)? By private individuals or entities, unrelated to a public official, entity, or authority? (C) Is any person responsible for or otherwise holding direct or Indirect influence regarding the clients selection of LIP. Morgan to act as a Derivatives counterparty and/or to provide a Derivatives Account (including, but not limited to, the client's directors, management, Investment managers, or other authorized persons or employees holding such responsibility or influence); E A public official or public employee acting In his or her official capacity or directly or indirectly selected or appointed by one or more public officials In their official capacity or by Individuals directly or indirectly selected or appointed by one or more public {-../offidats in their offidal capacity? • None of the client's employees or management or any other person holding direct or Indirect influence over the client's selection of J.P. Morgan In regards to any Derivatives services or accounts are subject to public integrity rules/codes of ethics or reporting requirements or selected or appointed by others subject to such rules. 'A Spedal Entity is any of the following: . - A Federal agency; - A State, State agency, city, county, municipality, other poetical subdivision of a state, or any Instrumentality, department, or a corporation of or established by a state or political subdivision of a state; - An employee benefit plan subject to Tele lot the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002); - An endowment, Including an endowment that is an organization described In Section 501(c)(3) of the Internal Revenue Code of 1986 (26 U.S.C. 501(c)(3)); Or - An employee benefit plan defined In Section 3 of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002), not otherwise defined as a Special Entity, that elects to be a Special Entity by notifying a swap dealer or major swap participant of its EFTA01594840 election prior to entering into a swap with the particular swap dealer or major swap participant. The representations, warranties and certifications contained In this Derivative and Fe/Commodity 'Transactions Regulated by the Dodd - Frank Act agreement (this 'Agreement") should be read with the JPM August 2012 Bilateral OF Agreement, is amended, supplemented or replaced from time to time to reflect changes in applicable law, regulation and industry standards. The client adcnowledges and agrees that (I) the Information set forth In this Agreement Is true and accurate as of the date of the execution and delivery of this Agreement; (ii) In the event of any material change to the information set forth In this Agreement, the client Will contact LP. Morgan and update the information in a timely manner; (Ili) the information set forth in this Agreernent is, and shall be considered in all respects, Relevant Information as that term is defined In the )PM August 2012 Bilateral OF Agreement; and (Iv) 3.P. Morgan will rely on the information set forth In this Agreement in evaluating whether to enter Into Derivatives with the client. Notwithstanding any provision set forth in the aearecl Trades Agreement or the ISDA Documentation (eaCh defined below), any Inforrnation.glven hereunder which Is incorrect or misleading in any material respect or which Is rendered Incorrect or misleading by the failure or the client to update this Agreement on a timely basis may give rise to termination and/or reversal by the Bank of any Derivatives t-ansaction entered Into in reliance on the representations, warranties and certifications contained In this Agreement. 6. Depending on the types of transactions done by the client, J.P. Morgan may require the client to enter Into one or more of the following additional agreements: the 3PM August 2012 Bilateral OF Agreement, the F1A-ISDA Cleareo Derivatives Execution Agreement, the Client Agreement, the Cleared Derivatives Transaction Addendum, and any applicable Schedules (the foregoing agreements shall be referred to collectively as the 'Cleared Trades Agreement') and/or agreements promulgated by the International Swaps and Derivatives Association, Inc. CISDA"), as supplemented, modified and amended by the applicable counterparty from time to time (the foregoing 1SDA agreements, related supplements, modifications and amendments plus the WM August 2012 Bilateral OF Agreement shall be referred to collectively as the 'ISDA Documentation"). The required agreements may change In the future to reflect changes in applicable law, regulation and Industry standards. LP. Morgan Use Only 2 of 5 Title SPN CAS Banker/Investor 6/13 1072 Derivative and Foreign Exchange (FX) /Commodity Transactions Regulated by the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act") JP Morgan A. Agreement for All Transactions (cont.) 7. The client understands and agrees that all Exempt Transactions and Derivatives transactions will be effected In accordance with the Internal rules and polities of .LP. Morgan, the applicable rules, EFTA01594841 regulations, customs and usages of any exchange, market, dervauves clearing organization (DCO) or self -regulatory organization, and all applicable federal and state laws, rules and regulations, all of which are incorporated by reference into every transaction to the extent applicable to such transaction. The Dodd -Frank Act requires reporting of all Exempt Derivatives transactions, which May include, without limitation, the disclosure of trade information Including a party's identity (byname, Legal Entity Identifier or otherwise) to a swap data repository and relevant regulators. In connection with any Derivative executed or cleared for or on behalf of such client on any swap execution facility (SEF) or DCO, the client consents to the jurisdiction of such SEF and/or DCO and agrees to provide such SEF or DCO, their agents, and their service providers, access to all books and records, staff and other Information necessary for monitoring and enforcement of SEF or DCO rules. Client agrees to ply all settlement, clearing and related fees and charges Imposed by J.P. Morgan or any SEF or DCO utilized in connection with Derivatives transactions. DCOs require clients to have an external Identification number, known as a DTCC number, in order to facilitate dealing and repenting. If the client already has a DTCC number, enter the DTCC number here: 17. 1-0-. If the client does not have a DICC number, the client hereby authorizes J.P. Morgan to obtain a DTCC number for the dient. B. The Dodd -Frank Act requires an identification number, known as a Legal Entity Identifier (LEI), to be assigned to legal entities. This will allow regulatory bodies to globally monitor market actrvIty and financial risk In connection with transactions in certain OTC derivative Products. If applicable (non -individual accounts only), enter Legal Entity Identifier here: .RIFETT: In addition to any provision of the Cleared Trades Agreement or MD* Documentation (as applicable) in respect of the manner of giving notices or other communications (collectively "ConxnunIcations) relating to Exempt or Derivatives transactions, the client consents to receipt of Communications by means of electronic delivery in connection with all investments and Investment transactions In all Derivatives Accounts and brokerage accounts owned by the client at IP. Morgan. Electronic delivery will generally consist of (i) the posting Of Communications to a website that 3.P. Morgan designates In an e-mail notice or otherwise designates in advance of such posting (a 'Designated Websitel, which may be a third party website; and/or (II) e-mail delivery of Communications to the client through the e-mail address below or, if the client previously authorized ).P. Morgan to deliver Communications electronically, to the e- mail address given to J.P. Morgan for such delivery. Morgan may elect to fellow the posting of Communications with a transmission of an e-rnall or other notice to the client that such Communications have been posted to the Designated Webslte and are ready to be viewed. J.P. Morgan Mall have the sole discretion as to whether EFTA01594842 to send a notice that a Communication has been posted to the Designated .Wetrsite and some Communications may be posted without sending such notice. The dlent Is responsible for checking all relevant Designated Websites for Communications periodically, and agrees that the posting of a Communication on a Designated Webslce constitutes delivery of such Communications to the client, regardless of whether such Communication Is actually opened or reviewed, and regardless of whether or not a notice of the posting of the Communication is sent. Communications may be provided in an Adobe Acrobat* Portable Document Format (PDF) file or a similar, common format. Conimunkatlons and e-mail hOtic'es May be Sent to the'rtOkerfrig eanairiodrese: 11..n bekr The consent contained in this Section 9 applies to the delivery of all Communications relating to investments generally and is not Limited to Exempt Transactions or Derivatives Transactions or to transactions in the client's Derivatives Account. By signing this Agreement, the client consents to receive electronic delivery of investment materials relating to any Investment or security including, but not limited to: equities (Including IPOs); fixed income instruments; mutual }kinds; and alternative investments. Such materials will include, but are not limited to: prospectuses; offering circulars/memoranda; subscription agreements; IPO materials; capital call notices; pricing terms; and any other disclosures and Information whatsoever required or permitted to be sent in relation to the client's investments or other matters. Such disclosures and information will include, but are not limited to trade confirmations and shareholder communications (proxy solicitation and voting materials, periodic reports, corporate actions, notices relating to class actions or bankruptcies, and other similar materials, information, or disclosures required to be transmitted pursuant to securities regulations and other applicable law of the United States and other jurisdictions, where applicable). This list Is not exclusive. By consenting to the electronic delivery of Communications relating to investments, the Client agrees that prior to making Investment decisions, the client will read and understand the Communications for the applicable Investment. The client agrees that if the client chooses to purchase the offered securities, the client has a full understanding of all of the terms, conditions and risks included In the Communications and assumes those terms, conditions and risks. The client acknowledges that Investments In securities are subject to risk of loss Including the potential loss of some or rill of the amount invested. Please consult J.P. Morgan for further information. This consent shall survive the termination of this Agreement in respect to all Communications. This consent may only be revoked concurrently with this Agreement by the client calling the client's .7.P. Morgan Representative, requesting a revocation letter, and then executing and sending the revocation letter back to .P. Morgan, 1.P. Morgan Use Only EFTA01594843 3 of 5 Title SPN Banker/Investor CAS 6/13 1072 Derivative and Foreign Exchange (FX) /Commodity Transactions Regulated by the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act") J.P.Morgan B. Agreement for Derivatives (not applicable to Exempt Transactions) The following provisions apply only to clients who enter Into Derivatives The client acknowledges and agrees that in order to enter into Derivatives, a separate account ("Derivatives Itccounr) will be opened and linked to the client's existing brokerage account The Dodd -Frank Act requires certain Derivatives to be cleared. The Derivatives Account will be govsnied by (a) to the extent that the client enters into cleared DertvatiVes, the Cleared Trades Agreement, and (b) to the extent that the client enters Into uncleared Derivatives, the "ISDA Documentation." In the event of a conflict between the provisions of this Agreement and the provisions of the Cleared Trades Agreement or the ISDA Documentation (as applicable), the provisions of the Cleared Trades Agreement or the ISDA Documentation shall prevail, • • The client's Derivatives Account will be for the purposes of (ClieCkailiffi): (R";.speculation cHed9ing ; The client acsnowledges and agrees that collateral relargInl must be posted in connection with Derivatives transactions in accordance with the provisions of the Cleared Trades Agreement or ISDA Documentation, as applicable, as well as the policies of IP. Morgan and the rules, regulations, customs and usages of any exchange, market, or DCO where a Derivatives transaction is cleared. Initial Margin for uncleared trades may be held by an independent third - party custodian upon the client's request. In the event that the dient establishes a facility for the purpose of borrowing to provide Margin, such facility will be governed by agreements other than the Cleared Trades Agreement or the ISDA Documentation. In calculating Margin required for cleared Derivatives transactions, such transactions will be netted as broadly and as frequently as allowed by the applicable DCO. Such netting will apply to trade and position reporting as well as to Margin calculations. 3. P. Morgan Securities tIC (JPMS) is appointed as the client's agent, with full power arid authority to utilize any manual or electronic execution, affirmation, confirmation, or delivery system for Derivatives In common use In the relevant market or markets For any particular Derivative that JPMS determines to be appropriate under the circumstances in Its sole discretion. Without limiting the foregoing: (a) 3PMS is appointed as the client's agent with full power and authority to take all nec.essary or desirable actions on the client's behalf to select, utilise or terminate the use of any swap SEF in connection with executing transactions In Derivatives kieluding, but not limited to, such actions as are permitted or contemplated by the Cleared Trades Agreement as well as the following; EFTA01594844 establishing accounts; executing agreements or other documentation; placing orders; giving instructions and directions; transmitting and receiving information relating to the client's transactions 111 Derivatives; and filing or causing to be flied such reports as are required by applicable law and regulation. (b) JPMS Is appointed as the client's agent with full power and authority to take all necessary or desirable actions on the client's behalf to select, utilize or terminate the use of any DCO In connection with clearing transactions In Derivatives including, but not limited to, such ads as are permitted or contemplated by the Cearec Trades Agreement as well as the following acts: establishing accounts; executing agreements or other documentation; delivering and receiving Margin; giving Instructions and directions; transmitting and receiving Information relating to the client's transactions in Derivatives; and filing or causing to be filed such reports as are required by applicable law and regulation, provided, however, that the client shall be required to Instruct PSIS to use a specific DCO at the time of each trade, and in the absence of such instruction, JPMS shall not be required to submit such trade for clearing. The client understands and agrees that JPMS will establish clearing accounts for the client at multiple DCOs. With respect to any cleared Derivative, the client has the sole right to select the specific DCO at which Derivatives will be cleared, and with respect to any Derivative that is not required by law to be cleared, the client has the right to elect to clear such Derivative (if accepted for clearing) and to select the DCO at which the Derivative will be cleared. The client wishes Vie account at each such DCO to enable transactions In the following currencies (only the currencies listed here are currently available (Check all that apply): r71EUR fi Note: Not all DCOs will be capable of transacting in all currencies and LP. Morgan does not anticipate providing clearing services in all csirrencies. Please contact your IPMS representative If you have any questions. 4. Notwithstanding the foregoing, no provision of this Agreement shall constitute a waiver or limitation of any right the client may have to execute Derivatives transactions at ).P. Morgan and then clear such Derivatives transactions at a different financial institution. Check If applicable: The client Intends to clear all Derivatives transactions outside of .LP. Morgan If the client checks this box, any provision of this Agreement governing the clearing of Derivatives transactions, including, without limitation, Subsection 3(b), will not be applicable to the client's Derivatives Account, .1.P. Morgan Use Only 4 of 5 Title SPN CAS Banker/Investor 6/13 1072 Derivative and Foreign Exchange (FX) /Commodity Transactions Regulated by the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act") J.PMorgan C. Derivatives Approval Level (not applicable tor Exempt' Transactions) EFTA01594845 OTC Options Level 1: Covered Writing Level 2: Buying Options Level 3. Spreads Level 5: Uncovered Writing Level 6: Combinations/Straddles Please check all that apply: irti Equity 5-1_ Emerging markets Foreign exchange DT, Fixed Income OVER THE COUNTER (07C) OPTIONS INCLUDES TRADING OF INTEREST RATE SWAPS AND CREDIT DEFAULT SWAPS FOREIGN EYCNANGE OPTIONS INCLUDES TRADING OF NON DELIvERRALE FX AND COMMODITY FORWARDS, COMMODITY OP77ONS AND PRECIOUS METALS D. Acknowledgment By signing this Agreement, the client acknowledges that: (1) he, she or it requested the derivatives approval level as indicated above and (2) the client shall promptly advise J.P. Morgan Securities IJ_C, in writing, of any material changes In his, her or its financial circumstances and options investment objectives. E. Signatures (All _q_ccoent owners required td $1947 bet, ()A (3 JEFFREY E. EPSTEIN t40r1 ature (Accountilnider) Date Print Name Signature (Accountholder) Print Name Signature (Accountholder) Date Print Name Signature (Accountholder) Date Print Name J.P. Morgan Use Only Approvals: I have reviewed the client's suitability profile, including: Investment objectives, investment experience, and financial condition and agree that (a) the options level indl9ited above Is appropriate for the client, and (b) if the client has elected to conduct Exempt Transactions and/or Derivaliverjthey ar,<,aliprqr iir7i7.Nfor the client. FtR Signature Date .313'M ROSFP Signature Date JPhi S-ROSFP Signature (OTC Options Levels 5 Et 6) 7 IP. Morgan use Only 5 of 5 Title SPN Banker/Investor 6/13 1072 IR Morgan Over The Counter Derivatives Approval Form for Equity Options and Structured Products A. Derivatives Approval Level Level 1: Covered writing/Structured Products Level 2: Buying Options/Structured Products Level 3: Spreads/Stuctured Products Level 5: Uncovered 'Writing/Structured Products Level 6: Combinations/Straddles/Structured Products OTC Options Please check all that apply: Kt Eil Etiutty Options EFTA01594846 n c. Structured Proacts El B. ARBITRATION; CONSENT TO JURISDICTION; SERVICE OF PROCESS. THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS: • AU. PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS 1ILED. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE umrrED IN ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE. THE PANEL OF ARBITRATORS MAY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN AR.RITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT. THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (01) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. BY SIGNING THIS AGREEMENT, 3.P. MORGAN AND I AGREE THAT CONTROVERSIES ARISING UNDER, OR RELATING TO, THIS AGREEMENT OR ANY ACTIVITY BETWEEN ME AND 3.P. MORGAN, ITS PREDECESSORS, AND ANY OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AND ANY OF THEIR, DIRECTORS, EMPLOYEES, AND ANY EFTA01594847 OTHER CONTROL PERSONS AND ANY OF THEIR AGENTS, WHETHER ARISING PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION PANEL APPOINTED BY FINRA IN ACCORDANCE WITH ITS RULES, AND SUCH HEARING OR HEARINGS SHALL BE CONDUCTED IN A LOCALE SELECTED BY FINRIL THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPU t ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP Of THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PFUNCIPLES. I HEREBY AGREE TO RECEIVE SERVICE OF PROCESS IN CONNECTION WITH ANY LEGAL HATTERS, ACTIONS OR PROCEEDINGS BASED UPON, ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT BY CONFIRMED, RETURN -RECEIPT REQUESTED MAIL, AND THAT DELIVERY SHALL BE PRESUMED IF SUCH SERVICE IS MAILED TO THE ADDRESS MAINTAINED BY 3.P. MORGAN IN ITS RECORDS. ).P. Morgan Use Only rtle SPN CAS Page I. of 2 Banker/Investor 6/13 U51074 Over The Counter Derivatives Approval Form for Equity Options and Structured Products J. P Morgan B. ARBITRATION; CONSENT TO 3URI5DICTIoN; SERVICE OF PROCESS (cont.) • I AGREE THAT THE TERMS OF ANY SETTLEMENT, OR ANY AWARD DETERMINED BY ARBITRATION, SHALL BE CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY JIPMS OR ANY OTHER .7.P. MORGAN AFFILIATE UNOER ANY CIRCUMSTANCES, UNLESS REQUIRED BY APPLICABLE LAW, JUDICIAL PROCEEDING OR SRO RULE. C. Pre -Dispute Arbitration and Acknowledgement By signing this Agreement, I acknowledge that: (1) I requested the options approval level as Indicated above, (2) I shall promptly advise J.P. Morgan Securities LLC, In writing, of any material changes in my finandal circumstances and options Investment objectl and (3) in accordance with above, I am agreeing in advance to arbitrate any controversies that may arise In connection with me a my a wits with LP. Morgan Securities LLC. Date Name (Print) ./EFFFtEY E. EPSTEIN Signature Date Name (Print) Date Name (Print) Date Name (Print) 3.P. morose Use Only Approvais I have reviewed the above information concerning the client's suitability, including: Investment objectives, Investment experience, and knandal condition EFTA01594848 3PM RR Signature 3Pt1 ROSFP Signature 1PM S-ROSFP Signature (Structured Products and Equi .LP. Morgan Use Only Page 2 of 2 SPN CAS 6/13 1*51074 Exchange Traded Options Agreement J.P.Morgan A. Options Agreement 1. I understand that any option transaction made for my account is subject to the rules, regulations, customs and usages of the Options Clearing Corporation and of the registered national securities exchange, national securities association, clearing organization or market applicable to such transaction. I agree to abide by such rules, regulations, customs and usages. I understand that my account at ).P. Morgan Securities LLC (JPMS') is subject to position and exercise limItsestabilShed by option regulatory organizations or markets, and that such limits apply In the aggregate to all of my accounts at 3PMS and any other firm. I agree that, acting alone or in concert with others, I will not exceed any applicable position or exercise limits. 2. I understand that 3PMS is under no obligation to convey any information to me relating to the underlying securities covered by the option or any securities related thereto, or any Information relating to the options whether such information Is then or thereafter known or available. 3. It shall be my sole responsibility to exercise, in a proper and timely manner, any right, privilege or obligation of any put option, call option, or other option which )PMS may purchase, handle, endorse or carry for my account(s). 4. I understand that, in case of my Insolvency or death, or the attactimerrt of my property, JPMS may, with respect to any options contract position, take such steps as it considers necessary or appropriate to protect JPMS against lass. 5. 1 have received from JPMS the options disclosure document entitled, 'Characteristics and Risks of Standardized Options,' dated February 1994, and I understand the information contained therein and anirm speofically the following; a. That both the purchase and the writing of uncovered options contracts involve a high degree of risk, are not suitable for many investors and, accordingly, should be entered into only by investors who understand the nature and extent of their rights and obligations, and who are fully aware of the Inherent risks Involved, b. That I should not purchase any option unless I am able to sustain a total loss of the premium and transaction costs, and (I) I should not write a call option unless I either own the underlying security (or a security convertible, exchangeable or exercisable into such underlying seamity) or am able to sustain substantial financial losses;, and (ii) I should not write a put option unless I am able to sustain the loss resulting from purchasing my EFTA01594849 security at the exercise price, which may be substantially above the market price at the time of assignment of the put option to me. c. That the exchanges or other regulatory bodies may restrict transactions in particular options or the exercise of options contracts in their discretion from time to time. d. That I have noted particularly those sections of the options disclosure document which semmartae the risk factors Involved in options trading, and I have determined Mat, in view of my financial situation arid investment obteetives, options trading is not unsuitable for me. 6. I have read and I understand the section of the options disclosure document entitled, 'Exercise and Assignment." I am aware that any equity or index option I may hold with an in -the -money" value of one cent ($0.01.) or more at expiration will automatically be exercised by the Options Clearing Corporation If I fail to give instructions to the contrary by expiration date. I am also aware that I may not receive actual notice of an exercise or assignment until the week following the expiration date. 7. I understand that .JPMS shall have no responsibility to notify me when an option in my account is nearing expiration, and I will have no daim for damage or loss arising out of the fact that an option in my account was not exercised, unless I have instructed JPMS to exercise such option at or before the time established by 3PMS. 8. I understand that margin requirements exist in connection with certain options, and I agree to meet all margin calls as made by 3PMS. Further, I understand that certain options accounts are considered to be margin accounts, anti I represent that I am duly authorized to open and carry such margin account(s). 9. Where I am a seller of an option, I understand that JPMS is authorized, In 3PMS's sale diStretiOn and WlthOnt notification to me, to take any and all steps necessary to protect 3PMS from loss or damage arising out of any put option, call option or other option transaction made for my account in the event that I do not meet JPMS's margin calls promptly. These steps include, but are not limited to, buying or selling short (or short exempt) for my account, and at my risk, any or all of the shares represented by options endorsed by VMS and for my account, or buying for my account, and at my risk, any put Option, call option or other option as JPMS may deem necessary to protect JPMS fully from loss or damage. 10. 1 warrant that options are suitable for my account after considering the potential tinandal obligations, anti also that I understand the trading of options and the functioning of the options markets. I realize and understand that any form of options trading has a number of Inherent risks connected therewith, and I am fully prepared financially to undertake such risks and to withstand any losses created thereby. I acknowledge that I have received a copy of the J.P. Morgan Account Derivatives for New Account and Investment Suitability forms, Of similar forms containing information provided by me, upon which JPMS has relied. I hereby verify the accuracy or that Information and agree to inform JPMS promptly of any EFTA01594850 material change In the information. 11. ARBITRATION; CONSENT TO JURISDICTION; SERVICE OF PROCESS. THIS AGREEMENT CONTAINS A PRE -DISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS: • AU. PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY MIRY, EXCEPT AS PROVIDED BY THE RULES OF THE ARB:TRATION FORUM IN WHICH A CLAIM IS FILED. J.P. Morgan use Only Page 1 of 3 Banker/Investor Title SPN CAS 3/13 U51522 Exchange Traded Options Agreement JP.Morgan ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIEs TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE. THE PANEL OF ARBITRATORS MAY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT, THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT. • NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE -DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACT/ON UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; (ii) THE CLASS IS DECERTIFIED; OR THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. • BY SIGNING THIS AGREEMENT, 3.P. MORGAN AND / AGREE THAT CONTROVERSIES ARISING UNDER, OR EFTA01594851 RELATING TO, THIS AGREEMENT OR ANY ACTIVITY BETWEEN ME AND J.P. MORGAN, ITS PREDECESSORS, AND ANY OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AND ANY OF THEIR DIRECTORS, EMPLOYEES, AND ANY OTHER CONTROL PERSONS AND ANY OF THEIR AGENTS, WHETHER ARISING PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY AN ARBITRATION PANEL APPOINTED BY FINRA IN