EFTA01480061.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 (corn.) 7. The client understands and agrees that all Exempt Transactions and Derivatives transactions will be effected in accordance with the internal rules and policies of J.P. Morgan, the applicable rules, regulations, customs and usages of any exchange, market, denvatives clearing organization (DCO) or self-regulatory organization, and all applicable federal and state laws, rules and regulations, all of which are incorporated try 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 ow name, 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 DC0 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. DC0s require clients to have an external Identification number, known as a DTCC number, in order to facilitate clearing and reporting. If the client already has a 0TCC number, enter the DTCC number here: If the dient does not have a DTCC number, the client hereby authorizes J.P. Morgan to obtain a DTCC number for the client. 8. The Dodd-Frank Act requires an identification number, known as a Legal Entity Identifier (LEI), to be assigned to legal entitles. This will allow regulatory bodies to globally monitor market activity and finandal risk In connection with transactions In certain OTC derivative products. ni enter Le al Ent Identifier here: 9. In addition to any provision of the Cleared Trades Agreement or ISDA Documentation (as applicable) in respect of the manner of giving notices or other communications (collectively "Communications" relating to Exempt or Derivatives transactions, the client consents to receipt of Communications by means or electronic delivery in connection with all investments and investment transactions In ail Derivatives Accounts and brokerage accounts owned by the client at ).P. Morgan. Electronic delivery will generally consist of (I) the posting of Communications to a website that J.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-mall delivery of Communications to the client through the e-mail address below or, if the client previously authorized I.P. Morgan to deliver Communications electronically, to the e- mail address given to ).P. Morgan for such delivery. I.P. Morgan may elect to follow the posting of Communications with a transmission of an e-mail or other notice to the client that such Communications have been posted to the Designated Website and are ready to be viewed. I.P. Morgan shall have the sole discretion as to whether to send a notice that a Communication has been posted to the Designated Webske and some Communications may be posted without sending such notice. The client is responsible for checking all relevant Designated Websites for Communications periodically, and agrees that the posting of a Communication on a Designated Webalte constitutes delivery of such Communications to the dient, 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 Adobes Acrobat's Portable Document Format (PDF) file or a similar, common format. Co.trittruniattiOnS Arid iiiHtkrts ly be sent to the ftidgwkh9 . -fittirbildressi The consent contained in this Section ap • Ivory of all Contmunications relating to investments generally and is sot limited to Exempt Transactions or Derivatives Transactions or to transactions In the client's Derlvathrtis Account. By signing this Agreement, the dient consents to receive electronic delivery of investment materials relating to any Investment or security Including, but not limited to: equities (including IP0s); fixed Income Instruments; mutual funds; and alternative investments. Such materials will include, but are not limited to: prospectuses; offering circulars/memoranda; subscription agreements; IP0 materials; capital call notices; pridng terns; 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 to 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 all of the amount Invested. Please consult 3.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 I.P. Morgan Representative, requesting a revocation letter, and then executing and sending the revocation letter back to J.P. Morgan, Morgan Use Only ' Title SPN CM 3 of S Banker/Investor 6/13 1072 Confidential Treatment Requested by JPM-SDNY-00002111 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271309 EFTA01480061