.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
ACCORDANCE WITH ITS RULES, AND SUCH HEARING OR HEARINGS SHALL BE CONDUCTED
IN A LOCALE
SELECTED BY FTNRA. 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 DISPUTE 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 YORX
WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES.
. I HEREBY AGREE TO RECEIVE SERVICE Of PROCESS IN CONNECTION WITH ANY LEGAL
MATTERS, 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 ).P. MORGAN IN ITS RECORDS.
. / AGREE THAT THE TERMS OF ANY SETTLEMENT, OR ANY AWARD DETERMINED BY
ARBITRATION, SHAU. BE
CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY 3PMS OR ANY OTHER J.P. MORGAN
AFFILIATE UNDER ANY
CIRCUMSTANCES, UNLESS REQUIRED BY APPLICABLE LAW, JUDICIAL PROCEEDING OR SRO
RULE.
12. I am aware that exercise assignment notices for option contracts are
alloosted among customer short positions pursuant to an
automated procedure that randomly selects from among all customer short
positions, including positions established on the
day of assignment arid those contracts that are subject to assignment. All
American -style short option positions are liable for
assignment at any time. By contrast, the writer of a European -style option
is subject to assignment on expiration. A more
detailed description of the carrying broker's -andom allocation procedure Is
available upon request.
B. SpeCial Statement for Uncovered Options Writers
There are special risks associated with uncovered option writing that expose
the investor to potentially significant losses. Therefore,
this type a strategy may not be suitable for all clients approved for
options transactions. The potential loss of uncovered call option
writing is unlimited: The writer of an uncovered call Is In an extremely
EFTA01594852
risky position, and must understand that he/she may incur
large losses If the value of the underlying instmmentIncreases above the
exercise price. As with writing uncovered calls, the risk of
writing uncovered put options Is substantial. The writer of an uncovered put
option bears a risk of loss if the value of the underlying
Instrument declines below the exercise price. Such loss could be substantial
if there is a significant decline in the value of the
underlying instrument.
I.P. Morgan Use Only
Page 2 of 3 Banker/Investor SPN CAS
3/13 U$1622
Exchange Traded Options Agreement J.P.Morgan
B. Special Statement for Uncovered Options Writers (cont.)
Uncovered option* writing Is thus suitable only for Me knowledgeable
investor who understands the risks, has the financial capacity
and the willingness to incur potentially substantial losses, and has
sufficient liquid assets to meet applicable margin requirement*, In
this regard, if the value of the underlying instrurnent moves against a
writer's uncovered options position, IP, Morgan Securities 1.1C
may request significant additional margin payments, and I.P. Morgan
Securities LLC may liquidate stock or options positions in the
investors account with little or no prior notice, In accordance with the
investor's margin agreement. For combination and/or straddle
writing, where the investor writes both a put and a call on the same
underlying instrument, the potential risk is unlimited. If a
secondary market In options were to become unavailable, Investors could not
engage in dosing transactions, and an option writer
would remain obligated until expiration assignment. The writer of an
American -style option is subject to beirg assigned an exercise
at any time after he/she has written the option until the option expires. By
contrast, the writer of a European -style option is subject
to exercise assignment only during the exercise period.
C. Derivatives Approval Level
Exchange Traded Options
Level 1: Covered writing
Level 2: Buying Options
Level 3: Spreads
Level 5: Uncovered Writing
Level 6. Combinations/Straddles Date OCC booklet arid supplements sent to
client:
ELCIE-EEDE
mm d a yyyy
D. Pre -Dispute Arbitration and Acknowledgment
By signing this Agreement, I acknowledge that: (1) 1 requested the options
approval level as Indicated above; (2) I have received a
copy of the booklet entitled, Characteristk and Risks of Standardized
Options, and it is expected that I will read tne booklet; (3) I
have reviewed the sped al statement for uncovered options writers above; (4)
the booklet and the "Special Statement for Uncovered
Writers," above, are not Intended to enumerate all of the risks entailed in
writing uncovered options; (5) I shall prornptty advise J.P.
EFTA01594853
Morgan Securities LLC, in writing, of any material changes in my finandal
circumstances and options investment objectives; and (6)
In accordance with paragraph 11 on pages 1 and 2 of this farm, I am agreeing
In advance to arbitrate any controversies
that may arise in connection with me and my accdunts with 3.P. Morgan
Securities LLC.
Client Signattle (Aft aounl:oxivier's are_required-to sign below)
JEFFREY E. EPSTEIN
Date Name (print)
Signature Date Name (print)
S.gnature Date Nam (print)
Signature Date Name (print)
3.P. Morgan Use Only
Approvals: I have reviewed the client's suitability profile, including:
Investment objectives, Investment experience and finandal
condition, and agree that the options level Indicated abgee,ls appropriate
for the client.
IPM RR Signature 7<? -e '1""----'1,./i"- Date
IPM ROSFP Signature Date
IPM S-ROSFP Signature ,/,'";; A.,----le...Date
(Exchange Traded Options Levels 5 & 6)
1.P. Morgan Use Only
Page 3 of 3 Banker/Investor Title SPN CAS
3/13 US1622
Standing Instructions for Derivatives Collateral Transfers
and Margin Loan Form - Overview and Instructions J.P.Morgan
Overview
WHAT ARE STANDING INSTRUCTIONS FOR DERIVATIVES COLLATERAL TRANSFERS AND
MARGIN LOAN?
The standing Instructions for Derivatives Collateral Transfers and Margin
Loan Farm is a form that ailows LP. Morgan to move cash
balances from your designated accounts to meet margin requirements.
WHO SHOULD COMPLETE AND SIGN THIS STANDING INSTRUCTIONS FORM?
The Standing Instructions must be completed and signed by all parties that
wish to engage In derivatives transactions In the future.
Instructions
As you review and complete the Standing Instructions Form, please keep the
following instructions In mind:
• Seaisilak - If a Client Is Trading, Section A is mandatory; It allows 1.P.
Morgan to transfer cash out of your Asset With
Brokerage Derivatives Account to cover margin.
• ewe -than B - If a Client is Trading, Section B Is mandatory; it allows R.
Morgan to transfer cash into your Asset with Brokerage
Derivatives Account to return excess margin,
• Seistiori_c - This Section Is optional; It allows 1.P. Morgan to make
transfers from your main account to your derivatives account
to satisfy a margin call. Please indicate whether the authorization is for
the undersigned's existing account or a new account
(Check one box only).
• set:time Q- This Section is optional; It allows J.P. Morgan to make
transfers from your margin account (Reg T facility) to your
EFTA01594854
derivatives account to satisfy a margin call. Please indicate whether the
authorization Is for the undersigned's existing account or
a new account (Check one box only).
• section E - This Section Is optional; it allows J.P. Morgan to return any
excess cash to your margin account (Reg T facility)
(Check box to select).
• Page 2 - SLE/IMILLID - Please sign, Date and Print your Name (Name of the
Account Owner)
BY signing below, tile undersigned has elected to authorize, direct, and
empower WMorgan Chase Bank, N.A., 3.P. Morgan Securities
LLC, and LP. f4orgah Clearing Corp. (collectively, with their respective
affiliates "J.P. Morgan') to take the following actions on the
uridersignees behalf, which J.P. Morgan may do, but is not obligated to do,
and
to make adjustments for any erroneous entries.
A. Transfer of Cash to Satisfy Margin Calls (Mandatory (r Client Is trading)
In the event that the undersigned is required to pledge additional cash (a
"Derivatives Margin Car) to secure the undersigned's
obligations of payment or performance, whether joint or several, contingent
or otherwise, that the undersigned has to any J.P. Morgan
entity for transactions entered Into pursuant to the C7lent Agreement and
the OTC Addendum, the !SW Master Agiremert and any
amendments, modifications, restatements, supplements, addenda, or similar
documentation delivered in connection therewith
(collectively, 'Derivatives Obligations"), 1.P, Morgan Is authorized,
without notice to the undersigned, to debit such amounts and
transfer such cash (as determined by J.P. Morgan to be necessary to satisfy
any Derivatives Margin Call) from the undersigned's
IP. Morgan account noted below ("Asset With Brokerage Derivatives Account").
This authorization is for an account that will be established by the
undersigned in connection with the execution of this authorization.
The undersigned hereby agrees that upon the account's establishment and the
assignment of an account number, IP. Morgan will send
the undersigned a confirmation statement verifying the account's
establishment, the account number, and that this authorization
applies to the account.
B. Return of Excess Margin (Mandatory if Client is trading)
In the event that the cash pledged by the undersigned to IP. Morgan to
secure the undersigned's Derivatives Obligations (collectively,
'Derivatives Collateral") on any day exceeds the aggregate amount of the
undersigned's Derivatives Obligations to the 3.2. Morgan
entity(les) that is/are a party to such Derivatives Obligations, J.P. Morgan
is authorized, without notice to the undersigned, to transfer
such excess Derivatives Collateral to the undersigned's Asset With Brokerage
Derivatives Account.
C. Transfers from Main Account to Derivatives Account (Optional)
Further, by checking the boxes below, the undersigned has elected to
authorize, direct, and empower 3.2. Morgan to take the following
additional actions on the undersigned's behalf, which 3.2. Morgan may do,
but is not obligated to do, and to make adjustments for any
erroneous e
EFTA01594855
If the cash maintained In the undersigned's Asset With Brokerage Derivatives
Account is Insufficient to meet any Derivatives Margin
Call, 3.2, Morgan is authorized, without notice to the undersigned, to debit
such amounts and transfer such cash (as determined by
.1.R Morgan to be necessary to satisfy any Derivatives Margin Call) from the
undersigned's 1.2. Morgan account noted below
('Asset With Brokerage Account").
0 This authorization is for the undersigned's existing account. Enter
Account Number:
rt This authorization Is for an account that will be established by the
undersigned In connection with the execution of this authorization.
The undersigned hereby agrees that upon the account's establishment and the
assignment of an account number, 3.2. Morgan will
send the undersigned a confirmation statement verifying the account's
establishment, the account number, and that this
authorization applies to the account.
J.P. Morgan Use Only Title SPN
Page 1 of 2 Banker/Investor 4/13 131
Standing Instructions for Derivatives Collateral Transfers
and Margin Loan Form - Overview and Instructions J.P Morgan
D. Transfers from the Margin Account to the Derivatives Account (Optional)
Further, by checking the boxes below, the undersigned has elected to
authorize, direct, and empower 3.P. Margan to take the
following additional actions on the undersigned's behalf, which 3.P. Morgan
may do, but Is not obligated to do, and to make
adjustments for any erroneous entries.
If the cash maintained in the undersigned's Asset With Brokerage Derivatives
Account and, if the undersigned has elected, the
undersigned's Asset With Brokerage Account, are insufficient TO meet any
Derivatives margin Call, then J.P. Morgan is autohrIzed,
without notice to the undersigned, to debit st,cn amounts and transfer such
assets (as determined ay J.P. Morgan to be necessary to
satisfy any Derivatives Margin Call) from the undersigned's 7.P. Morgan
account noted below ("Margin Account') and, If applicable,
any cash proceeds from the sale of any money market funds, to the
undersigned's Asset With Brokerage Derivatives Account.
Margin Account information:
0 This authorization Is for the undersigned's existing account. Enter
Account Number:
0 This authorization is for an account that will be established by the
undersigned In connection with the exe9ition of this authorization.
The undersigned hereby agrees that upon the account's establishment and the
assignment of an account number, J.P. Morgan will
send the undersigned a confirmation statement verifying the account's
establishment, the account number,' and that this
authorization applies to the account_
E. Return of Excess Cash from the Derivatives Account to Pay Down Margin
Loan (Optional)
Further, by checking the box below, the unders:gned has elected to
authorize, direct, and empower 3.P. Morgan to take the following
additional actions on the undersigned's tiehaii, which 3.P. Morgan may do,
EFTA01594856
but is not obligated to make adjustments for any erroneous
entries,
If the amount of the undersigned's Derivatives Collateral on any day exceeds
the aggregate amount of tht undersigned's Derivatives
Obligations to the 3.P. Morgan entityCies) that Is/are a party to such
Derivatives Obligations, then ).P. Morgan is authorized, without
notice to the undersigned, to transfer from the undersigneces Asset With
Brokerage Derivatives Account such excess cash to pay any
debit balance owing with respect to the undersigned's Margin Account.
The undersigned acknowledges that if the undersigned does not elect the
foregoing authorization, then LP. Morgan may
s -till make such transfers if the undersigned, either orally or In a
separate writing, directs 3.P. Morgan to do so. AB other
terms end conditions applicable to the Margin Account are set out in the
agreement entered Into by the undersigned to
purchase securities on margin, and to otherwise borrow against securities
(together with any amendments,
restatements, modifications, or supplements, the "Margin Account
Agreement"), and the foregoing authorization is
subject to the terms of the Margin Account Agreement.
F. Signature
All account owner's are required to sign below.
The undersigned acknowledges that this authorization is subject to the
General Terms for Acounts and Services, as the same may be
amended, restated, supplemented, or otherwise modified from time to time in
accordance with Its terms. This authorization Is to
remain In full force and effect until written notice of its revocation
received by J.P. Morgan, In such time and In such manner as to
afford J.P. Morgan a rea,zahable opportunity to act on it.
6(34 JEFFREY E. EPSTEIN
Sign Name (Print)
Signature Date Name (Print)
Signature Date Name (Print)
Signature Date Name (Print)
Morgan Use Only
Page 2 or 2 Banker/Investor Title SPN CAS
4/13 131
J.P. 'Morgan General Durable Power of Attorney Form SP.Morgan
(T means the person or entity who owns the J. P. Morgan Account(s))
, JEFFREY E.EPSTEIN
7lkccountboider/Prir
PRESIDENT
(Title) , In my Individual capacity, AND/OR in my capacity as
SOUTHERN TRUST COMPANY, INC.
("Accountholder" and "Principal"), hereby appoint Theta Trading, 1.1C (e.g.
Trust/Enoty Nerne
and
as my Agent(e) to act for me severally arid concurrently In
any lawful way with respect to the following Initialed Powers, Special
Instructions or Modifications:
POWEFtS GRANTED - ACCOUNTHOLDER SHOULD INITIAL AT LEAST ONE POWER FROM (A)
EFTA01594857
TO (F) AND/OR
PErIAL INS; HUCTION FROM (51) TO (510):
.0 GRANT UNLIMITED AUTHORITY, ACCOUNTHOLDER MAY INITIAL POWER (A).
OTHERWISE, INITIAL 111E BOX
FRONT OF EACH POWER GRANTED. EACH POWER GRANTED SHALL BE SUBJECT TO ANY
"SPEC/AL
NSTRUCTIONS" OR "MODIFICATION" SELECTED BY THE ACCOUNTHOLDER IN PART 11
HEREOF.
NITIAL BELOW (Accountholder):
(A) UNLIMITED AUTHORITY. General authority to act In my name (In my
individual capacity or in any other capacity that I may
) arid oo all acts that a pnncipal could do with respect to the
poversdescrited in the following sections of the Durable Personal Powers
Attorney Act, Delaware Code, Title 12, Chapter 49 (as amended from time to
time, the °Act"): Tangible personal property (§ 49A-205 of
e Act): Stocks and bonds (6 49A-206 of the Act); Commodities and options (4
49A-207 of the Act); Banks and other financial institutions
(fi 4.9A-208 of the Act); Operation Of entity or business (§ 49A-209 of the
Act); Estates, trusts arid Other beneficial Interests (5 49A-211 of
the Act); Retirement P'.ans (4 49A-215 of the Act); Gifts (§ 49A-217 of the
Ad); To execute all agreements and documents related to the
cling, and to engage In transactions and 'activities and exercise all powers
Identified In Powers B through F below. Specific authority to
o the following in my name and on my behalf or with respect to my property
or property held In my name: to create, amend, revoke, or
errnlnate an Inter ylvos trust, to the extent I have the authority to do so;
to make gifts (which authority shalt not be subject to the
rretations set forth in Section 49A-217 of the Act) out of my property or
property held in my name and on my behalf; to exercise ridudary
powers that I have the authority to delegate: to reject, renounce, disclaim,
release, or consent to a reduction In or modification of a share
in or payment from an estate, trust, or other beneficial Interest.
L (6) CUSTODY. General authority to act in my name (in my individual
capacity or In any other capacity that] may hold) and do all
cts the: a principal could do with respect to the powers described In
Sections 49A-205 through 49A-209, 49A-211, 49A-215 and 49A-217 of
he Act as raoplidable, In connection With the following : to operate all of
my asset, custody, and related or linked deposit accounts and credit
products and any related pledges thereto; to deposit money, checks, notes,
stocks, bonds, mortgages, securities, and other Instruments and
Property; to withdraw, transfer and sign checks, Payment orders, and other
instruments to be paid by me; to grant JPMorgan Chase & Co.
rid any of Its affiliates, subsidiaries, successors or assigns
(collectively, -IP. Morgan') a security interest in such property otherwise
vailable to me and to borrow money from LP. Morgan secured by property held
in accounts in my name; to engage in foreign exchange
rid mutual fund transactions; to purchase, sell, exchange, surrender,
assign, redeem, vote In person or by proxy at any meeting, Or
EFTA01594858
therwise transfer any and all shares of stock, bonds, or other securities in
any business, association, corporation, partnership, or other legal
fluty, whether private or public, now or hereafter belonging to me; to
execute and issue all necessary instruments for transfer of securities
ut of my name or out of any other name(s) and into the name of any nominee
of J.P. Morgan or Into other name(s).
4:RCKEN/AGE;, Custody, Stoek anditiond tranSaCtioriti- Cortiotollity.istri
option transactions; R.etated.PiedsteS.
°ray to act in my name (in my individual capacity or in any cther capacity
that I may rs;d) and co al acts that a principal could
pact to the powers described In Sections 49A-205 through 49A-209, 49A-211,
49A-215 and 49A-217 of the Act, as applicable, In
connection with the following: to operate all of my brokerage and margir
accounts; to exercise all the authorities which are detailed In
Power B above; to purchase and borrow or lend (on secured or unsecured
bastS), from, sell (Including short VMS ht Margin account), and to
therwise enter into transactions of any kind with J.P. Morgan with respect
to any and all securities and financial Instruments in which 3.P.
organ may deal, broker or act as counterparty from time to time, including
(without limitation) stocks, bonds, debentures, notes, warrants,
loans and loan participations, mutual funds, unit trusts, real estate,
investment trusts, other types of pooled Interest funds and commingled
investment vehicles (induding hedge funds), limited partnership interests,
limited liability company Interests, forward contracts, option or
tore contracts, repurchase (or reverse repurchase) transactions, securities
lending, or any other certificates of indebtedness or Interest of
any and every kind whatsoever, whether publicly or privately offered; to
enter into any derivative transactions with respect to the foregoing,
Including over the counter equity derivatives and structured transactions
(including, but not limited to options, swaps, collars, caps and
i); to pledge any funds or instruments for the purposes of securing my
obligations with respect to the foregoing; for trustees, to
uaranty the obligations of other persons and entitles and to pledge trust
assets to secure the obligations of other persons or entitles; to
ter into foreign exchange or foreign currency transactions in any form; to
execute all margin, option, derivative, private placement, hedge
rid, alternative investment, Subscription, and other brokerage and custody
related contracts and agreements. I hereby agree to Indemnify
and hold harmless J.P. Morgan and any other securities, commodities, or
other dealer, broker, or firm from arty and all Insses arising from
ny action taken by my Agent, or any action taken by any such dealer, broker,
or firm upon instructions of my Agent, pursuant to this
Power C.
1.P. Morgan Use Only
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