EFTA01583231.pdf

J.P.Morgan Derivative and Foreign Exchange (FX) Commodity Transactions umer Regulated by the Dodd-Frank Wall Street Reform and Cons Protection Act (the "Dod d-Frank Act") A. Agreement for All Transactions (coot.) 4. Special Entity Status (non-Individual accounts only) ing basis (which, for avoidance of doubt, Includes each time The client represents, warrants and certifies to I.P. Morgan on a continu Derivat ive transaction) that It Is not considered a Special Entity for that ).P. Morgan executes or clears an Exempt Transaction or a and, if Section 4, the client should perform approprate due diligence purposes of the Dodd-Frank Act. Prior to completing this , ties and catircations. gal counse l, In regards to these represe ntations warran necessary, consult with le (a) The client is the following entity type (check one): E A Special Entity', as defined below. ent. E A tax-exempt organization filing under Internal Revenue Code Section 501(c)(3), which is not an endowm e s.NeRner a Special Entity nor a tax-exempt organization 501(c)(3). Ming under Internal Revenue Code Section (b) Was the client created (check one): Indirectly action pursuant to such person's official capacity or di retie or r By a public official, entity, or authority through an / through authority or directio n of law (e.g. through legislat ion, regulat ion, court order, or other similar authority)? entity, or authority? rt By private individuals or entitles, unrelated to a pupate:41CM, selection of 1.P. Morgan to act otherwise holding direct or indirect influence regarding the client's (t) Is any person responsible for or Denvat ives Accoun t (Includ ing, but not limited to, the clients directors, as a Derivatives counterparty and/or to provide a persons or employ ees holding such respon sibility or influence): zed management, investment managers, or other authori or appointed by one or In his or her official opacity or directly or indirectly selected r A public official or public employee acting more public °Moats In their official capacity or by Individuals directly or indirectly selecte d or appoint ed by one or more public /officials in their official capacity? Influence over the client's ment or any other person holding direct or Indirect 1 • None of the client's employees or manage or accoun ts are subject to public Integrity rules/codes of etriKS ives services selection of LP. Morgan In regards to any Derivat to such mies. appointed by others subject or reporting requirements or selected or 'A Special Entity is any of the following: • A Federal agency, any instrumentality, department, or a ality, other political subdivision of a state, or - A State, State agency, city, county, municip political Subdivision &estate; corporation of or established by a state or1 of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002); to Title of 1986 • An employ ee benefit plan subject Section 501(c)(3) of the Internal Revenue Code An endowm ent, Includin g an endowm ent that Is an organization described In - (26 U.S.C. S01(c)(3)); Or y Act of 1974 (29 V.S.C. 1002), not 3 of the Employee Retirement Income Securit • An employee benefit plan defined In Section to be a Special Entity by notifyin g a swap dealer or major swap participant of its elects otherwise defined as a Special Entree, that the particular swap dealer or major swap participant. election prior to entering Into a swap with modey Transactions Regulated by the Dodd - tions contained In this Derivative and FX/Com 5. The representations, warranties and certifica Agreement, as amended, supplemented be read with the /PM August 2012 Bilateral OF Frank Act agreement (this 'Agreement') should standar ds. The client acknowledges and s in applicable law, regulation and Industry or replaced from time to time to reflect change Is true and accurat e as of the date of the execution and delivery of tins forth in this Agreem ent agrees that (I) the Information set to the information set forth In this Agreement, the client rill contact S.P. Morgan end Agreement; (ii) In the event of any material change set forth in this Agreem ent Is, and shall be considered in all respects, (III) the information update the Information in a timely manner; Bilatera l DF Agreem ent; and (Iv) S.P. Morgan will rely on the )PM August 2012 Relevant Information as that term is thinned In the ives with the client. Notwith standin g any provision set whether to enter Into Derivat information set forth in this Agreement in evaluating any Informa tion given hereun der which is Documentation (each defined below), forth in the Cleared Trades Agreement or the ISDA rendered Incorre ct or mislead ing by the failure o' the client to update this t or which is incorrect or misleading In any material respec and/or reversal by the Bank of any Derivatives transac tion entered Into in Agreement on a timely basis may give rise to termination contained In this Agreement. certifica tions reliance on the representations, warranties and or more of the client, S.P. Morgan may require the client to enter Into one 6. Depending on the types of transactions done by the Bilatera l DF Agreem ent, the FIA-ISDA Cleared Derivatives Execution the WM August 2012 foiloweng additional agreements: (the foregoing Transaction Addendum, and any applicable schedules Agreement, the Client Agreement, the Cleared Derivatives Agreem ent') and/or agreem ents promulgated by the International as the 'Cleare d Trades agreements shall be referred to collectively party from time supplemented, modified and amended by the applicable counter Swaps and Derivatives Association, Inc. ('ISDA'), as tions and amendm ents plus the )PM August 2012 Bilateral of to time (the foregoing ISDA agreements, related supplements, medica entation "). The require d agreem ents may change in the future to Agreement shall be referred to collectively as the 'ISDA Docum ds. reflect changes in applicable law, regulation and industry standar Title SPN CAS ).P. Morgan Use Only 6/13 1072 Banker/Investor 2 of 5 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-000F2Ran EFTA01583231