corporate / entity account documentation macquarie futures usa llc

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MACQUARIE FUTURES USA LLC | FUTURES | CORPORATE / ENTITY ACCOUNT DOCUMENTATION PAGE 2

TABLE OF CONTENTS

TABLE OF CONTENTS ....................................................................................................................................................................... 2

USA PATRIOT ACT ............................................................................................................................................................................. 3

CFTC RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS – CFTC Rule 1.55 (c) & NON-CASH MARGIN DISCLOSURE – CFTC 190.10 (C) ....................................................................................................................................................... 4

CFTC RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS – CFTC Rule 1.55 (b) ...................................................... 7

PART 1 - NEW ACCOUNT INFORMATION ...................................................................................................................................... 10

PART II - PRINCIPALS / BENEFICIAL OWNERS ............................................................................................................................. 14

PART II - PRINCIPALS / BENEFICIAL OWNERS ............................................................................................................................. 15

FORM OF CORPORATE AUTHORIZATION CERTIFIED RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT ....................................................................................................................... 16

FORM OF LIMITED LIABILITY COMPANY AUTHORIZATION AUTHORIZING THE EXECUTION AND DELIVERY OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT ........................................................................................................................................ 17

FORM OF PARTNERSHIP AUTHORIZATION AUTHORIZING THE EXECUTION AND DELIVERY OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT .................................................................................................................................................................. 18

CUSTOMER AGREEMENT ............................................................................................................................................................... 19

ADDITIONAL TERMS APPLICABLE TO the PROVISION OF DMA FACILITIES .............................................................................. 25

ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS DISCLOSURE STATEMENT ............................................................ 31

HEDGE ACCOUNT AGREEMENT .................................................................................................................................................... 32

ELECTRONIC STATEMENT DISCLOSURE ...................................................................................................................................... 33

TRADING AUTHORIZATION ............................................................................................................................................................. 34

ADVISOR AGREEMENT ................................................................................................................................................................... 35

NON-SOLICITATION AGREEMENT ................................................................................................................................................. 36

INTRODUCING BROKER ................................................................................................................................................................. 36

FUTURES CROSS TRADE CONSENT .............................................................................................................................................. 37

TRANSFER OF FUNDS ..................................................................................................................................................................... 37

ARBITRATION AGREEMENT ........................................................................................................................................................... 38

ACCOUNT TRANSFER FORM .......................................................................................................................................................... 39

TRUST INFORMATION AND TRUSTEE CERTIFICATION ............................................................................................................... 40

MFUSA BANKING INFORMATION ................................................................................................................................................... 41

CFTC OWNERSHIP AND CONTROL (“OCR”) INFORMATION ........................................................................................................ 42


USA PATRIOT ACT

Important information about procedures for opening a new account

To help the government fight the funding 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, tax ID number, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

In addition to completing the New Account Information Form and Customer Agreement, please provide the following: ENTITIES:

1. Documentation evidencing the existence of the customer entity (i.e. Articles of Incorporation, Partnership Agreement, Operating Agreement, Trust Agreement, Offering Memorandum, Prospectus, Statutes, etc.)

1. Documentation establishing authority to engage in futures transactions (i.e. Internal investment policy, Prospectus, 2. Trust Agreement, Board certified minutes/resolutions, etc.) 3. Signature authority of individual signing the enclosed documents on behalf of the Customer entity 4. Government issued identification number 5. Internal Revenue Service tax form, W-8 or W-9, as applicable 6. Current financial information (i.e. Financial statements, assets under management, etc.) and 7. For accounts managed by another party, a copy of the investment management agreement, with investment guidelines.

INDIVIDUALS: 1. Certified, true copy of Driver’s license, passport or other government issued identification card; and 2. Social security number or government issued identification number.

USA PATRIOT ACT Certification

Pursuant to the USA PATRIOT Act and final rules issued by the U.S. Department of the Treasury, a U.S. bank or a U.S. broker-dealer in securities (a "Covered Financial Institution") is required to obtain certain information from any "Foreign Bank" that maintains a correspondent account with it.

As permitted by the final rules, Macquarie Bank Ltd. (“MBL”) has prepared a Global Certification for use by any financial institution that believes it requires a USA PATRIOT Act Certificate from MBL or one of its branches or listed subsidiaries. Please use this Certification instead of asking MBL or one of its branches or listed subsidiaries to complete a separate Certification form.

MBL USA Patriot Act Certificate – January 2015

(If you cannot find the subsidiary you do business with in the attached list, please contact the subsidiary directly.)


CFTC RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS – CFTC RULE 1.55 (C) & NON-CASH MARGIN DISCLOSURE – CFTC 190.10 (C)

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FUTURES

1. EFFECT OF ‘LEVERAGE’ OR ‘GEARING’

Transactions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract so that transactions are ‘leveraged’ or ‘geared.’ A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit; this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for any resulting deficit.

2. RISK-REDUCING ORDERS OR STRATEGIES

The placing of certain orders (e.g. ‘stop-loss’ orders, where permitted under local law, or ‘stop-limit’ orders) which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Strategies using combinations of positions, such as ‘spread’ and ‘straddle’ positions may be as risky as taking simple ‘long’ or ‘short’ positions.

OPTIONS

3. VARIABLE DEGREE OF RISK

Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.

The purchaser of options may offset or exercise the options or allow the options to expire. The exercise of an option results either in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the option is on a future, the purchaser will acquire a futures position with associated liabilities for margin (see the section on Futures above). If the purchased options expire worthless, you will suffer a total loss of your investment which will consist of the option premium plus transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that the chance of such options becoming profitable ordinarily is remote.

Selling (‘writing’ or ‘granting’) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavorably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a future, the seller will acquire a position in a future with associated liabilities for margin (see the section on Futures above). If the position is ‘covered’ by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited.

Certain exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to liability for margin payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.


ADDITIONAL RISKS COMMON TO FUTURES AND OPTIONS

4. TERMS AND CONDITIONS OF CONTRACTS

You should ask the firm with which you deal about the term and conditions of the specific futures or options which you are trading and associated obligations (e.g. the circumstances under which you may become obligated to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.

5. SUSPENSION OR RESTRICTION OF TRADING AND PRICING RELATIONSHIPS

Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or ‘circuit breakers’) may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the risk of loss.

Further, normal pricing relationships between the underlying interest and the future, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge ‘fair’ value.

6. DEPOSITED CASH AND PROPERTY

You should familiarize yourself with the protections accorded money or other property you deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specified legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.

7. COMMISSION AND OTHER CHARGES

Before you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss.

8. TRANSACTIONS IN OTHER JURISDICTIONS

Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade should inquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask the firm with which you deal for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade.

9. CURRENCY RISKS

The profit or loss in transactions in foreign currency-denominated contracts (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.

10. TRADING FACILITIES

Most open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or member firms. Such limits may vary; you should ask the firm with which you deal for details in this respect.

11. ELECTRONIC TRADING

Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risk associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all.


12. OFF-EXCHANGE TRANSACTIONS

In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.

DISCLOSURE STATEMENT RELATING TO NON-CASH MARGIN – CFTC RULE 190.10 (C)

THIS STATEMENT IS FURNISHED TO YOU BECAUSE RULE 190.10(C) OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRES IT FOR REASONS OF FAIR NOTICE UNRELATED TO THIS COMPANY’S CURRENT FINANCIAL CONDITION.

1. YOU SHOULD KNOW THAT IN THE UNLIKELY EVENT OF THIS COMPANY’S BANKRUPTCY, PROPERTY, INCLUDING PROPERTY SPECIFICALLY TRACEABLE TO YOU, WILL BE RETURNED, TRANSFERRED OR DISTRIBUTED TO YOU, OR ON YOUR BEHALF, ONLY TO THE EXTENT OF YOUR PRO RATA SHARE OF ALL PROPERTY AVAILABLE FOR DISTRIBUTION TO CUSTOMERS.

2. FURTHER NOTICE CONCERNING THE TERMS FOR THE RETURN OF SPECIFICALLY IDENTIFIABLE PROPERTY WILL BE BY PUBLICATION IN A NEWSPAPER OF GENERAL CIRCULATION.

3. THE COMMISSION’S REGULATIONS CONCERNING BANKRUPTCIES OF COMMODITY BROKERS CAN BE FOUND AT 17 CODE OF FEDERAL REGULATIONS PART 190.

This Risk Disclosure Statement was adopted by the Commodity Futures Trading Commission, an Agency of the Federal Government. The CFTC requires that you acknowledge your understanding of this statement before you open an account. Therefore, we urge you to read the statements carefully.

I hereby acknowledge that I have read and understand the Foregoing Risk Disclosure Statements Pursuant to CFTC Rules 1.55(c) and 190.10(c).

___________________________________________________________________ ________________________________________ Authorized Individual - Print Name Date ___________________________________________________________________ Authorized Individual - Signature ___________________________________________________________________ ________________________________________ Authorized Individual - Print Name (if two individuals required) Date ___________________________________________________________________ Authorized Individual – Signature (if two individuals required)


CFTC RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS – CFTC RULE 1.55 (B)

The risk of loss in trading commodity futures contracts can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:

(1) You may sustain a total loss of the funds that you deposit with your broker to establish or maintain a position in the commodity futures market, and you may incur losses beyond these amounts. If the market moves against your position, you may be called upon by your broker to deposit a substantial amount of additional margin funds, on short notice, in order to maintain your position. If you do not provide the required funds within the time required by your broker, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.

(2) The funds you deposit with a futures commission merchant for trading futures positions are not protected by insurance in the event of the bankruptcy or insolvency of the futures commission merchant, or in the event your funds are misappropriated.

(3) The funds you deposit with a futures commission merchant for trading futures positions are not protected by the Securities Investor Protection Corporation even if the futures commission merchant is registered with the Securities and Exchange Commission as a broker or dealer.

(4) The funds you deposit with a futures commission merchant are generally not guaranteed or insured by a derivatives clearing organization in the event of the bankruptcy or insolvency of the futures commission merchant, or if the futures commission merchant is otherwise unable to refund your funds. Certain derivatives clearing organizations, however, may have programs that provide limited insurance to customers. You should inquire of your futures commission merchant whether your funds will be insured by a derivatives clearing organization and you should understand the benefits and limitations of such insurance programs.

(5) The funds you deposit with a futures commission merchant are not held by the futures commission merchant in a separate account for your individual benefit. Futures commission merchants commingle the funds received from customers in one or more accounts and you may be exposed to losses incurred by other customers if the futures commission merchant does not have sufficient capital to cover such other customers’ trading losses.

(6) The funds you deposit with a futures commission merchant may be invested by the futures commission merchant in certain types of financial instruments that have been approved by the Commission for the purpose of such investments. Permitted investments are listed in Commission Regulation 1.25 and include: U.S. government securities; municipal securities; money market mutual funds; and certain corporate notes and bonds. The futures commission merchant may retain the interest and other earnings realized from its investment of customer funds. You should be familiar with the types of financial instruments that a futures commission merchant may invest customer funds in.

(7) Futures commission merchants are permitted to deposit customer funds with affiliated entities, such as affiliated banks, securities brokers or dealers, or foreign brokers. You should inquire as to whether your futures commission merchant deposits funds with affiliates and assess whether


such deposits by the futures commission merchant with its affiliates increases the risks to your funds.

(8) You should consult your futures commission merchant concerning the nature of the protections available to safeguard funds or property deposited for your account.

(9) Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit (“limit move”).

(10) All futures positions involve risk, and a “spread” position may not be less risky than an outright “long” or “short” position.

(11) The high degree of leverage (gearing) that is often obtainable in futures trading because of the small margin requirements can work against you as well as for you. Leverage (gearing) can lead to large losses as well as gains.

(12) In addition to the risks noted in the paragraphs enumerated above, you should be familiar with the futures commission merchant you select to entrust your funds for trading futures positions. The Commodity Futures Trading Commission requires each futures commission merchant to make publicly available on its Web site firm specific disclosures and financial information to assist you with your assessment and selection of a futures commission merchant. Information regarding this futures commission merchant may be obtained by visiting our Web site, www.macquarie.com/futures. Please note: The Commodity Futures Trading Commission has determined that the firm specific disclosures and financial information referenced in this paragraph 12 are not required to be made available until July 12, 2014. We will advise you when the information is available on our website.

ALL OF THE POINTS NOTED ABOVE APPLY TO ALL FUTURES TRADING WHETHER FOREIGN OR DOMESTIC. IN ADDITION, IF YOU ARE CONTEMPLATING TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS, YOU SHOULD BE AWARE OF THE FOLLOWING ADDITIONAL RISKS:

(13) Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, customers who trade on foreign exchanges may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. Before you trade, you should familiarize yourself with the foreign rules which will apply to your particular transaction.

(14) Finally, you should be aware that the price of any foreign futures option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised.


THIS BRIEF STATEMENT CANNOT, OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS OF THE COMMODITY MARKETS.

I hereby acknowledge that I have received and understood this risk disclosure statement.

IN WITNESS WHEREOF, I have executed this certificate:

___________________________________________________________________ ________________________________________ Secretary Name - Print Name Date ___________________________________________________________________ Secretary Signature ___________________________________________________________________ ________________________________________ Authorized Individual - Print Name (if two individuals required) Date ___________________________________________________________________ Authorized Individual – Signature (if two individuals required)


PART 1 - NEW ACCOUNT INFORMATION

Type of Account: Trading Objective

Corporation Speculative

Limited Liability Company Hedging – If Hedging, please complete Hedge Agreement on page 30

General Partnership Managed - If Managed, please complete the Trading Authorization and

Limited Partnership Advisor Agreement on pages 32 and 33

Other (please explain): _________________________

1. Account Owner Information / Primary Address (No P.O. Boxes accepted)

Name: _________________________________________________________________________ Tax ID: __ __ - __ __ __ __ __ __ __

Street: ______________________________________________________________________________________________________________

City, State, ZIP: ________________________________________________________________ Country:_____________________________

2. Mailing Address (if different from above)

Street: ______________________________________________________________________________________________________________

City, State, ZIP: ________________________________________________________________ Country:_____________________________

3. Primary Contact Information

Name: _______________________________________________________ Title: ________________________________________________

Business Phone: ______________________________________________ Fax Number: _________________________________________

E-Mail: ______________________________________________________________________________________________________________

4. Formation Information

Date of Formation / Incorporation: ___________________________ State / Country of Formation / Incorporation: __________________

Principle Place of Business: ____________________________________________________________________________________________

Ownership Structure: Private ________________ Public; Ticker symbol and Exchange: ____________________________________

If a subsidiary, please list ultimate parent:_________________________________________________________________________________

Parental Ownership Structure: Private ____________ Public; Ticker symbol and Exchange: ____________________________________

5. Commodity Exchange Membership:

Is the Account Owner a Corporate Member or Trading Participant of any commodity exchange?

NO

YES: Exchange: __________________________________ Type: ______________________________________


6. Current / Previous Clearers

Futures: ________________________________________________ Account Still Active: YES NO

Stocks / Mutual Funds: ___________________________________ Account Still Active: YES NO

7. Trading / Investment Experience (please note your investment experience in the following areas):

< 1 yr. 1-5 yrs. 6-10 yrs. 10+ yrs.

Futures:

Futures Options:

Stocks:

8. Reporting Information

(a) Does the account owner or any of its principals have trading authorization on any additional accounts maintained at MFUSA?

NO

YES; Acct. Name: ________________________________________ Acct. #: ____________________________________________

(b) Does the account owner or any of its principals have a financial interest greater than 10% in any additional accounts maintained at MFUSA?

NO

YES; Acct. Name: ________________________________________ Acct. #: ____________________________________________

(c) Does any other person / entity have a financial interest in this account greater than 10%?

NO

YES; Please Explain ___________________________________________________________________________________________

(d) Does any other person / entity guarantee this account?

NO


9. Account Owner Information

(a) Is any principal of the account owner related to any broker associated with MFUSA?

NO


(b) Is any principal of the account owner related to any commodity salesperson?

NO


(c) Is any principal of the account owner related to any broker, member, lessee, partners, officers or employee of a commodity exchange or clearing organization?

NO


(d) Does the account owner or any of its principals have a professional relationship with any bank, trust company or entity dealing in commodities or securities?

NO



10. Bankruptcy Information

(a) Is there currently pending, or has there ever been, any litigation, disputed accounts, debit balances or other unresolved matters between commodity or securities brokers, exchanges, or federal or state regulatory bodies and the account owner?

NO


(b) Has the account owner ever been subject to bankruptcy proceedings, receivership or similar proceedings in the United States or any other country? If YES, please provide Discharge of Debtor notice.

NO


11. Statement of Financial Condition

***Audited Financials may be submitted in lieu of completing this worksheet***

BALANCE SHEET

CURRENT ASSETS: CURRENT LIABILITIES:

Liquid Cash _____________________ Accounts Payable _____________________

Marketable Securities _____________________ Short-Term Notes Payable _____________________

Accounts Receivable _____________________ Accrued Liabilities _____________________

Prepaid Expenses _____________________ Other Current Liabilities _____________________

Other Current Assets _____________________

NON-CURRENT ASSETS: NON-CURRENT LIABILITIES:

PP&E _____________________ Deferred Income Taxes _____________________

Long Term Investments _____________________ Long Term Debt _____________________

Other Non-Current Assets _____________________ Other Non-Current Liabilities _____________________

TOTAL ASSETS: _____________________ TOTAL LIABILITIES: _____________________

INCOME STATEMENT

Annual Revenue _____________________

Annual Costs & Expenses _____________________

Annual Net Income _____________________


12. Standing Instruction for Payment of Funds (select one)

Check to Mailing Address

Wire Transfer to Bank

Institution: __________________________________________________________________

Account Number: __________________________________________________________________

ABA: __________________________________________________________________

Other (please specify): __________________________________________________________________

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PART II - PRINCIPALS / BENEFICIAL OWNERS

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PART II - PRINCIPALS / BENEFICIAL OWNERS

pb`qflk=^W=qç=ÄÉ=ÅçãéäÉíÉÇ=Äó=mêáåÅáé~äëW=mêáåÅáé~äEëF=Ó=ÉKÖK=`Ü~áêã~åI=pÉåáçê=lÑÑáÅÉêë=E`blI=`clI=`llI=qêÉ~ëìêÉêI=pÉÅêÉí~êóI=dÉåÉê~ä=m~êíåÉêëI=j~å~ÖáåÖ=jÉãÄÉêëI=ÉíÅKF= PRINCIPALS: _____________________________________________________ _________________________ __________________ Name Title Country of Domicile _____________________________________________________ _________________________ __________________ Name Title Country of Domicile _____________________________________________________ _________________________ __________________ Name Title Country of Domicile _____________________________________________________ _________________________ __________________ Name Title Country of Domicile =_____________________________________________________ _________________________ __________________ Name Title Country of Domicile ===pb`qflk=_W=qç=ÄÉ=ÅçãéäÉíÉÇ=Äó=_ÉåÉÑáÅá~ä=lïåÉêëW=_ÉåÉÑáÅá~ä=lïåÉêEëF=Ó=ÉKÖK=ÄÉåÉÑáÅá~êáÉëI=íêìëíÉÉëI=çïåÉêë=çÑ=NMB=çê=ãçêÉ=çÑ=Éåíáíó= BENEFICIAL OWNERS: _____________________________________________________ _________________________ __________________ Name Date of Birth Country of Domicile _____________________________________________________ _________________________ __________________ Name Date of Birth Country of Domicile _____________________________________________________ _________________________ __________________ Name Date of Birth Country of Domicile _____________________________________________________ _________________________ __________________ Name Date of Birth Country of Domicile _____________________________________________________ _________________________ __________________ Name Date of Birth Country of Domicile


FORM OF CORPORATE AUTHORIZATION

CERTIFIED RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT

The undersigned, being the duly constituted Secretary of __________________________________________________, a corporation duly organized and existing under the laws of _________________________________________, (the “Corporation”) does hereby certify to Macquarie Futures USA LLC (“MFUSA”) as follows:

1. That a meeting of the Board of Directors of the Corporation was held at which a quorum was present and acting throughout, the following resolutions were duly adopted and are still in full force and effect:

RESOLVED, that it is in the best interests of this Corporation to enter to a Customer Agreement with MFUSA with respect to the purchase and sale of futures contracts and options on futures contracts (collectively “Contracts”) in the form presented at said meeting;

FURTHER RESOLVED, that each of the below listed officers of the Corporation are hereby authorized and empowered to execute and deliver on behalf of this Corporation the Customer Agreement, together with any and all other agreements or documents which are required by MFUSA in connection therewith;

Name of Authorized Individual Title

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

FURTHER RESOLVED, that said officers be and each is hereby authorized and empowered to authorize persons to act on behalf of this Corporation in connection with the purchase and sale of Contracts and otherwise to act on behalf of this Corporation pursuant to the Customer Agreement and to execute any agreements, acknowledgments, documents and instruments as may be necessary or appropriate to implement these resolutions;

FURTHER RESOLVED, that the Secretary or Assistant Secretary of this Corporation be and each hereby is authorized, empowered and directed to certify to MFUSA a true copy of these resolutions, a certificate that this Corporation is duly organized and existing, that it is empowered to enter into transaction of the types contemplated by the Customer Agreement, and that these resolutions are not in conflict with the Corporation’s certificate of incorporation or by-laws or of any statute, rule, regulation, judgment, order, decree agreement or undertaking to which this Corporation is subject or by which it is bound.

2. That the signature or signatures of any of the officers listed above on the Customer Agreement are the genuine signatures.

3. That the undersigned has been duly authorized to make and deliver this certificate on behalf of the Corporation.

* Please note that the person who certifies these resolutions may not be one of the individuals listed as persons authorized to sign the Customer Agreement or to give instructions under the Customer Agreement.


______________________________________________ ______________________________________________

Secretary Name (printed) Date

______________________________________________

Secretary Signature



______________________________________________ ______________________________________________

Secretary Name (printed) Date

______________________________________________

Secretary Signature

FORM OF LIMITED LIABILITY COMPANY AUTHORIZATION

AUTHORIZING THE EXECUTION AND DELIVERY OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT

The undersigned, being the duly constituted Secretary of __________________________________________________, a limited liability company duly organized and existing under the laws of _________________________________________, (the “Company”) does hereby certify to Macquarie Futures USA LLC (“MFUSA”) as follows:

1. That a meeting of the Board of Directors of the Company was held at which a quorum was present and acting throughout, the following resolutions were duly adopted and are still in full force and effect:

RESOLVED, that it is in the best interests of this Company to enter to a Customer Agreement with MFUSA with respect to the purchase and sale of futures contracts and options on futures contracts (collectively “Contracts”) in the form presented at said meeting;

FURTHER RESOLVED, that each of the below listed authorized persons of the Company are hereby authorized and empowered to execute and deliver on behalf of this Company the Customer Agreement, together with any and all other agreements or documents which are required by MFUSA in connection therewith;


______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

FURTHER RESOLVED, that said individuals be and each is hereby authorized and empowered to authorize persons to act on behalf of this Company in connection with the purchase and sale of Contracts and otherwise to act on behalf of this Company pursuant to the Customer Agreement and to execute any agreements, acknowledgments, documents and instruments as may be necessary or appropriate to implement these resolutions;

FURTHER RESOLVED, that the Secretary or Assistant Secretary of this Company be and each hereby is authorized, empowered and directed to certify to MFUSA a true copy of these resolutions, a certificate that this Company is duly organized and existing, that it is empowered to enter into transaction of the types contemplated by the Customer Agreement, and that these resolutions are not in conflict with the Company’s operating agreement or of any statute, rule, regulation, judgment, order, decree agreement or undertaking to which this Corporation is subject or by which it is bound.

2. That the signature or signatures of any of the individuals listed above on the Customer Agreement are the genuine signatures.

3. That the undersigned has been duly authorized to make and deliver this certificate on behalf of the Company.




______________________________________________ ______________________________________________

General Partner Name (printed) Date

______________________________________________

General Partner Signature

FORM OF PARTNERSHIP AUTHORIZATION

AUTHORIZING THE EXECUTION AND DELIVERY OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT

The undersigned, being the General Partner of __________________________________________________, a partnership duly organized and existing under the laws of _________________________________________, (the “Company”) does hereby certify to Macquarie Futures USA LLC (“MFUSA”) as follows:

1. That a meeting of the partners of the Company was held at which a quorum was present and acting throughout, the following resolutions were duly adopted and are still in full force and effect:

RESOLVED, that it is in the best interests of this Company to enter to a Customer Agreement with MFUSA with respect to the purchase and sale of futures contracts and options on futures contracts (collectively “Contracts”) in the form presented at said meeting;

FURTHER RESOLVED, that each of the below listed authorized persons of the Company are hereby authorized and empowered to execute and deliver on behalf of this Company the Customer Agreement, together with any and all other agreements or documents which are required by MFUSA in connection therewith;


______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

______________________________________________________ ________________________________________________________

FURTHER RESOLVED, that said individuals be and each is hereby authorized and empowered to authorize persons to act on behalf of this Company in connection with the purchase and sale of Contracts and otherwise to act on behalf of this Company pursuant to the Customer Agreement and to execute any agreements, acknowledgments, documents and instruments as may be necessary or appropriate to implement these resolutions;

FURTHER RESOLVED, that the General Partner of this Company be and each hereby is authorized, empowered and directed to certify to MFUSA a true copy of these resolutions, a certificate that this Company is duly organized and existing, that it is empowered to enter into transaction of the types contemplated by the Customer Agreement, and that these resolutions are not in conflict with the Company’s partnership agreement or of any statute, rule, regulation, judgment, order, decree agreement or undertaking to which this Corporation is subject or by which it is bound.

2. That the signature or signatures of any of the individuals listed above on the Customer Agreement are the genuine signatures.

3. That the undersigned has been duly authorized to make and deliver this certificate on behalf of the Company.



CUSTOMER AGREEMENT

In consideration of Macquarie Futures USA LLC ("MFUSA") accepting and carrying one or more accounts (collectively referred to as the “Account”) for the undersigned (“Customer”) as its broker for the execution of orders and the carrying and clearance of positions in commodities, commodity futures contracts, and options on the foregoing (each referred to individually as a "Contract" and collectively as "Contracts") on or subject to the rules of various commodity futures exchanges, markets and their associated clearing houses (each referred to as an “Exchange”), Customer is executing this Customer Agreement (this “Agreement”) with MFUSA.

1. TRADING AUTHORIZATION MFUSA is authorized to purchase and sell Contracts for the Account at Customer’s risk and in accordance with Customer’s instructions. MFUSA is entitled to assume the genuineness of any instructions given or purportedly given by or on behalf of Customer and Customer instructs MFUSA to act upon any instructions reasonably believed by MFUSA to be genuine. MFUSA is also authorized, in its discretion, to utilize third-party clearing members, floor brokers and other agents, including without limitation affiliates of MFUSA (each of MFUSA and such affiliates referred to individually as an “MFUSA Entity” and all collectively as the “MFUSA Entities”), in connection with the execution, clearance, carrying, delivery and settlement of any such transactions. Absent a separate written agreement with Customer with respect to give-ups, MFUSA, in its sole discretion, may, but shall not be obligated to, accept from other brokers Contracts executed by such brokers to be given up to MFUSA for clearance or carrying in any account.

2. TRANSACTIONS SUBJECT TO STATUTES AND RULES All transactions in the Account shall be subject to (a) the terms of this Agreement and any applicable ancillary agreements, disclosures or schedules to this Agreement, (b) the laws, regulations, rules and interpretations of any applicable governmental, regulatory or self-regulatory authority or Exchange, and (c) to the extent not inconsistent with (a) or (b), the custom and usage of the trade, all as in force from time to time (collectively referred to as “Applicable Law”). MFUSA shall not be liable to Customer as a result of, and Customer agrees to hold MFUSA harmless for, any action taken by MFUSA, the MFUSA Entities or their agents, or failure to so act, in each case to comply with Applicable Law. This Agreement may only be amended with the prior written consent of both parties, provided, however, that MFUSA may amend this Agreement or any ancillary agreements, disclosures or schedules by notice in writing to Customer, where MFUSA in its discretion determines that such amendment is necessary to comply with Applicable Law.

3. CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents, warrants and covenants to MFUSA, as of the time of entering into this Agreement and as of the time of entering into each Contract, and with respect to (i) and (j) below, Customer and the person acting on behalf of Customer, both in its individual and fiduciary capacity, represent, warrant and covenant to MFUSA, on each date on which this Agreement or any Contract is or remains outstanding, that:

(a) it possesses the necessary authority to enter into and comply with the terms of this Agreement and all Contracts and the person executing this Agreement on behalf of Customer is authorized to do so;

(b) no legal limitation in any way restricts or prevents Customer from entering into or complying with this Agreement or any Contract; (c) if applicable, all necessary action has been taken by Customer to enter into and comply with this Agreement and all Contracts; (d) when executed by Customer, this Agreement and all Contracts will be legal, valid and binding obligations of Customer, enforceable

against Customer in accordance with their respective terms; (e) no other person or entity has an interest in the Account; (f) since the date of Customer’s most recent audited or unaudited financial statements, there has been no material adverse change in

the business, financial condition, results, operations or prospects of Customer; (g) all financial information, investment objectives or other information provided by Customer to MFUSA is accurate in all material

respects; (h) it is an eligible contract participant within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended; (i) Customer is not an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”), a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or a person or entity that is otherwise subject to Title I of ERISA or Section 4975 of the Code, including by reason of Section 3(42) of ERISA (collectively a “Plan”); and

(j) Customer does not constitute the assets of one or more “governmental plans” as defined in Section 3(32) of ERISA.


4. MARGINS

Customer agrees at all times to deposit and maintain such margins and premium payments with MFUSA as MFUSA may from time to time request (orally or in writing). Customer shall make margin and premium deposits by wire transfer of immediately available funds or in other form acceptable to MFUSA.

5. SECURITY INTEREST Customer grants MFUSA a general lien and a continuing first priority security interest in all funds, negotiable instruments, commodities, commodity futures contracts, securities, options or other property, including all proceeds and distributions from all of the foregoing, and any contract and other intangible rights and entitlements in all of the foregoing (all of the foregoing referred to collectively as “Property”) in the Account as security for the payment and performance of any and all obligations, liabilities or indebtedness of Customer to MFUSA under this Agreement or under any other agreement or other instrument. MFUSA may borrow, pledge, repledge, hypothecate, rehypothecate, loan or invest any of the Property in the Account without any obligation to pay or to account for any interest, income or benefit that may be derived, except as may be required by Applicable Law or as may be separately agreed to in writing by MFUSA and Customer. For the avoidance of doubt, any such separate agreement between MFUSA and Customer will be subject to the provisions of and governed by the terms of this Agreement, including Section 24. Any conflict between the separate agreement and this Agreement will be resolved in favor of this Agreement. All Property delivered to MFUSA shall be free and clear of any liens, security interests, claims, mortgages or encumbrances of any nature other than the security interest created in MFUSA’s favor (each referred to individually as an “Encumbrance” and all collectively as “Encumbrances”). Customer will not use or allow any Property that is held by MFUSA, whether now owned or hereafter acquired, to be or become subject to an Encumbrance. Customer shall execute such documents and take such other action as MFUSA shall reasonably request in order to perfect its rights with respect to any Property. Customer appoints MFUSA as Customer’s attorney-in fact to act on Customer’s behalf to sign, seal, execute and deliver all documents and do all such acts as may be required to enable MFUSA to realize upon all rights in the Property. In the case of a breach by Customer under this agreement or any other agreement with MFUSA, MFUSA shall have all rights and remedies available to a secured creditor under any applicable law in addition to the rights and remedies provided herein.

6. REMEDIES If at any time (a) the Account does not contain the margin required by MFUSA, (b) Customer terminates, dissolves, becomes bankrupt or is inaccessible, (c) a petition for insolvency, bankruptcy, assignment for the benefit of creditors or receivership is filed by or against Customer, (d) Customer defaults in its obligations to MFUSA under any agreement or instrument, or (e) MFUSA in its reasonable discretion considers it necessary for its protection, MFUSA may in its sole discretion, after MFUSA has notified, or attempted in good faith to notify, Customer of its intentions, terminate, liquidate and/or accelerate any and all Contracts, close out the Account or any open positions of Customer in whole or in part, cancel any or all pending orders, terminate Customer’s right to trade in the Account, or take any other action it deems necessary to protect itself, and Customer will be liable for any deficiency in the Account that may result from such actions. Subject to applicable law, MFUSA is authorized to withhold, transfer, use and apply any Property of Customer in its possession as a set off whenever MFUSA deems it necessary to pay amounts or discharge obligations owing to it by reason of this Agreement or any other agreement or instrument. The above remedies are solely for MFUSA’s protection, and any non-resort or partial resort to those remedies shall not relieve Customer of any of its obligations under this Agreement or give rise to any claim against MFUSA by Customer.

7. CHARGES PAYABLE BY CUSTOMER Customer agrees to pay MFUSA’s customary and reasonable brokerage, commissions, interest charges and other charges as may be in effect from time to time, and agrees that such charges may be changed by MFUSA from time to time without notice to Customer. If MFUSA advances funds on behalf of the Account, or if the Account carries a debit balance, MFUSA may charge interest commencing on the first day of such advancement of funds or debit balance. Interest shall be charged monthly or when the debit balance is paid in full. MFUSA may at any time demand that all outstanding balances in the Account be paid in full. The annual rate of interest charged shall not exceed 2% over the U.S. prime rate, as published by the Federal Reserve Bank from time to time.

8. DELIVERY AND EXERCISE Customer shall provide MFUSA with instructions to close-out or make or take delivery of Contracts, or close-out, exercise or abandon futures options contracts pursuant to the following timetable: (a) at least three business days prior to the first notice day in the case of “long” or “short” positions in Contracts. Customer will deliver to MFUSA sufficient funds and/or any documents required in connection with any such instruction. If, at any time, Customer is unable to deliver any Property previously sold by MFUSA on Customer’s behalf (under a Contract or otherwise), Customer authorizes MFUSA in its sole discretion to borrow or purchase and deliver the necessary Property at the then current market price for the Account at Customer’s risk.


9. OPTIONS ASSIGNMENTS

MFUSA uses a random options assignment procedure. Additional information concerning this method of allocation will be provided to Customer upon request. MFUSA will notify Customer of any material changes in its assignment methods.

10. TRADING LIMITATIONS

MFUSA may limit the number of transactions and positions MFUSA executes, clears or carries for Customer. Customer agrees not to violate, either alone or in concert with others, position and exercise limits established by MFUSA or pursuant to Applicable Law.

11. STATEMENTS AND CONFIRMATIONS

All written and oral reports related to the Account (including but not limited to monthly statements, confirmations of transactions and purchase and sale statements provided to Customer) shall be conclusive and binding on Customer unless Customer notifies MFUSA of any objection as follows: (a) in the case of any oral communication, at the time such report is given to Customer, and (b) in the case of any written communication, within one business day of the trade date.

12. RECORDINGS

Customer consents to the recording of conversations between Customer and MFUSA (or any of their respective agents, representatives or employees), without any obligation on the part of MFUSA to make such recordings. Customer agrees to the use of such recordings as evidence by either party in any disputes between Customer and MFUSA.

13. TRADING RECOMMENDATIONS Customer acknowledges that any recommendations made and market information or price quotes provided by MFUSA, while based upon information from sources that MFUSA believes to be reliable, may be incomplete, inaccurate or unverified. MFUSA makes no representation, warranty or guarantee as to the accuracy of such information. Customer acknowledges that recommendations made to Customer at any given time may be different from recommendations made to other customers of any MFUSA Entity, and that such recommendations may not be consistent with the investments of the MFUSA Entities or their officers, directors, employees, agents, representatives or independent contractors.

14. LIMITATION OF LIABILITY MFUSA shall not be responsible for any delays in transmission, delivery or execution of Customer’s orders or reporting of trades due to breakdown or failure of transmission or communication facilities, or for any other cause or causes beyond MFUSA’s reasonable control or anticipation, nor shall MFUSA be responsible for any loss, damage or liability arising out of the failure or delay by any Exchange to enforce its rules or pay to MFUSA or its agents any amounts due in respect to Account.

15. USE OF AUTOMATED SYSTEMS Customer consents to the MFUSA Entities’ use of automated systems or service bureaus in conjunction with the Customer’s Account with the MFUSA Entities, including, but not limited to, automated order entry and execution, record keeping, reporting, account reconciliation and risk management systems (collectively, “Automated Systems”). Customer understands that the use of Automated Systems entails risks, including, but not limited to, interruption or delays of service, system or communications failure, and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”), that could cause substantial damage, expense or liability to Customer. MFUSA AND THE OTHER MFUSA ENTITIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SELECTION, DESIGN, FUNCTIONALITY, OPERATION, TITLE OR NON-INFRINGEMENT OF ANY AUTOMATED SYSTEM, AND MAKE NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MFUSA AND THE OTHER MFUSA ENTITIES EXPRESSLY DISCLAIM ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM WILL OPERATE UNINTERRUPTED OR WILL BE ERROR-FREE. Customer understands and agrees that the MFUSA Entities and their respective officers, directors, employees and agents will have no liability whatsoever for any claim of loss, cost, expense, damage or liability of Customer or any third person arising out of or relating to any System Failure, regardless of whether such claim is based on contract, tort, strict liability or any other theory. The MFUSA Entities and their respective officers, directors, employees and agents will not have any liability for the actual or alleged insufficient exercise of care in selecting any sub-agents or in selecting, monitoring or operating any Automated System, for any failure or delay in informing Customer of any System Failure or in taking action to prevent or correct any such System Failure. In no event will the MFUSA Entities and their officers, directors, employees or agents have any liability for any incidental, special or consequential damages, including, but not limited to, loss of profits or loss of use, even if the MFUSA Entities were aware of the likelihood of such damages. The MFUSA


Entities have no responsibility to inform Customer of (i) any decision to use, not use or cease using any Automated System, (ii) the characteristics, functions, design or purpose of any Automated System, or (iii) any specific risks inherent in any Automated System.

16. INDEMNIFICATION Customer agrees to indemnify, defend and hold harmless the MFUSA Entities and their agents, directors, officers, stockholders, employees, agents and successors and assigns, from and against any and all losses, claims, actions, demands, suits, proceedings, damages, costs, fines, premiums or expenses (including but not limited to reasonable attorney’s fees and costs) arising out of, or directly or indirectly resulting from (a) any failure of Customer to perform its obligations under this Agreement, including, without limitation, any failure to meet any margin call or pay any amount due to MFUSA; (b) MFUSA’s accepting or making delivery of Property on behalf of Customer; (c) any inability of Customer to deliver any Property previously sold by MFUSA on Customer’s behalf, and in such event, any inability of MFUSA to borrow or purchase the delivery Property; and (d) any failure by Customer to comply with Applicable Law.

17. ASSIGNMENT

MFUSA shall have the right, in its sole discretion and upon notice to Customer, to assign this Agreement (and the Account) to any successor entity or to another futures commission merchant.

18. LEGAL ACTIONS

All proceedings regarding disputes under this Agreement shall be brought only in New York, New York. This paragraph shall apply even if Customer has related disputes with other parties that cannot be resolved in New York. Each party irrevocably waives any right it may have to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of choice of law.

20. ADEQUATE ASSURANCES

If at any time MFUSA has reasonable grounds for insecurity with respect to Customer’s performance of any obligations, liabilities or indebtedness of Customer under this Agreement, MFUSA may demand, and Customer shall give, adequate assurances of due performance within 24 hours, or within any shorter period of time MFUSA reasonably demands. If demanded by MFUSA, such adequate assurance shall include, but will not be limited to, delivery by Customer of additional Property.

21. CONDITIONS PRECEDENT

Customer agrees that the fulfillment of any obligation or liability of MFUSA under this Agreement is contingent upon there being no breach, repudiation, misrepresentation or default by Customer under this Agreement or under any Contract. MFUSA shall have the right at any time to set off any and all of its obligations and liabilities under this Agreement against any and all obligations, liabilities or indebtedness of Customer under this Agreement or under any Contract.

22. SEVERABILITY

If any provision of this Agreement is or becomes inconsistent with, or unenforceable under, any Applicable Law, such provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant Applicable Law. All other provisions of this Agreement will remain in full force and effect. If this Agreement is or becomes unenforceable with respect to any Contract, this Agreement shall remain in full force and effect and shall be enforceable in accordance with its terms as to all other Contracts.

23. CURRENCY CONVERSIONS

MFUSA shall have the right to convert currencies in connection with the exercise of its rights under this Agreement in such a manner as it may reasonably determine.

24. TAXATION If MFUSA is required by law to withhold or deduct any taxes (including any penalties or interest payable in connection with any failure to pay or any delay in paying any taxes, and including any taxes under FATCA) on any payment to the Customer, MFUSA may deduct such taxes and MFUSA shall not be required to increase any payment in respect of which it makes such withholding. The Customer shall be treated for all purposes of this Agreement as if it had received the full amount of the payment, without any deduction or


withholding. For purposes of this Agreement, “FATCA” shall mean (i) sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the "Code") or any associated regulations or other official guidance; (ii) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of the legislation or guidance referred to in (i) above; and (iii) any agreement pursuant to the implementation of the legislation or guidance referred to in (i) or (ii) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. Further, the parties agree that any taxes withheld by MFUSA pursuant to FATCA are taxes the deduction or withholding of which is required by law. Customer shall provide MFUSA such additional documentation reasonably requested by MFUSA to determine the amount to deduct and withhold from such payment.

All payments by the Customer pursuant to this Agreement shall, except as required by law, be paid without withholding or deduction for or on account of any taxes, duties, assessments or government charges imposed by any country or any political subdivision or taxing authority therein. If any such taxes are required to be withheld and deducted from any such payment, the Customer shall pay such additional amounts as may be necessary to ensure that the net amount actually received by MFUSA after such withholding or deduction is equal to the amount that MFUSA would have received had no such withholding or deduction been required. The Customer shall indemnify MFUSA within thirty (30) days after written demand therefor, for the full amount of any taxes paid by or on behalf of MFUSA on or with respect to any payment by the Customer under this Agreement and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority.

25. TERMINATION

This Agreement may be terminated at any time by Customer or MFUSA by written notice to the other; provided, however, that such termination shall not relieve either party of any obligation in connection with any debit or credit balance in the Account or other liability or obligation arising or accruing prior to such termination.

[SIGNATURE BLOCKS ON NEXT PAGE]


Customer, and with respect to (i) and (j) in Section 3 of this Agreement, the ACCEPTED BY MFUSA

person signing on behalf of Customer, in its individual capacity, has caused

this Agreement to be duly executed and delivered as of the date written below.

________________________________________________ _______________ ____________________________________ Authorized Individual - Print Name Date Authorized Individual – Print Name ________________________________________________ ___________________________________ Authorized Individual – Signature Authorized Individual – Signature ________________________________________________ _______________ _______________ Authorized Individual - Print Name Date Date ________________________________________________ Authorized Individual - Signature

The Advisor, in its individual and fiduciary capacity with respect to (i) and (j) in Section 3 of this Agreement, has caused this Agreement to be duly executed and delivered as of the date written below.

________________________________________________ _______________ Authorized Individual - Print Name Date ________________________________________________ Authorized Individual – Signature ________________________________________________ _______________ Authorized Individual - Print Name Date ________________________________________________ Authorized Individual - Signature


ADDITIONAL TERMS APPLICABLE TO THE PROVISION OF DMA FACILITIES

These Additional Terms Applicable to the Provision of DMA Facilities (“Additional Terms”) apply where you and your Authorized Users access and use DMA Facilities for the purpose of placing orders for futures contracts pursuant to the Customer Agreement. These Additional Terms are to be read with, and form part of, the Customer Agreement. Where there is any conflict between these Additional Terms and the Customer Agreement, these Additional Terms will prevail. For the purpose of these Additional Terms, the following definitions apply:

“Authorized User” means a representative or client of yours who accesses the DMA Facilities.

“DMA Facilities” means the direct market access facilities provided to you by us.

“Functionality” means an order type, specification or condition including, but not limited to, ‘limit’, ‘limit BC’, ‘limit FAK’, ‘limit FK’, ‘limit FOK’, ‘fill/kill’, ‘I.O.C’, ‘market’, ‘market FK’, ‘mkt limit’, ‘MIT’, and ‘RFQ’.

Charges

1. In addition to any commissions, fees or other expenses you are required to pay under or in connection with the Customer

Agreement, you will pay any telecommunications charges and other expenses billed to you by us in relation to your access and use of the DMA Facilities.

Access to and use of DMA Facilities

2. Subject to clause 3, you will use the DMA Facilities solely to transmit orders for your own account and for the account of your

clients and only for the purposes, and subject to the terms of, these Additional Terms and the Customer Agreement.

3. Where requested in writing by you, we may, in our absolute discretion and on such conditions as we may impose, authorize

you to sub-license your client to access and use the DMA Facilities. Your client will use the DMA Facilities solely to transmit orders for its own account and only for the purposes, and subject to the terms of, these Additional Terms. Where we provide such authorization, your client will be an Authorized User for the purposes of these Additional Terms.

Client’s responsibilities

4. You are responsible for ensuring that:

(a) each Authorized User uses the DMA Facilities only to place orders in accordance with all applicable laws, governmental,

regulatory, self-regulatory, exchange or clearing house rules, regulations, interpretations, protocols and the customs and usages of the exchange or clearing house on which they are executed and cleared (“Applicable Law”);

(b) access to the DMA Facilities is appropriately secured by the use of user names and unique passwords and that you have

in place adequate internal security, filters and protection measures to ensure that, as far as reasonably possible, no person other than Authorized Users obtains access to the DMA Facilities;

(c) only Authorized Users access and use the DMA Facilities and, in relation to each of your Authorized Users, you provide us with all information reasonably requested by us, including:

(i) details of all persons who have been Authorized; and


(ii) details of all persons who are no longer Authorized,

by you to access the DMA Facilities;

(d) each Authorized User keeps his/her unique identification code and password to access the DMA Facilities strictly

confidential and does not disclose them to any other person; (e) all Authorized Users are familiar with these Additional Terms, the Customer Agreement and any Applicable Law, have

been given suitable training and are qualified and competent to access the DMA Facilities and place orders in accordance with any Applicable Law; and

(f) you and your Authorized Users have received, understood and will comply with any user guide, procedures manual, notification or advice relating to the use of the DMA Facilities that may be provided from time to time by us to you.

Client warranties

5. Each time you or an Authorized User uses the DMA Facilities for the transmission of an order, you represent and warrant that:

(a) these Additional Terms constitute legal, valid and binding obligations of you, enforceable against you in accordance with

their terms;

(b) you and all your Authorized Users satisfy all regulatory and other considerations that may be relevant to your and their use

of the DMA Facilities and that the DMA Facilities are appropriate and suitable for your and their particular purposes;

(c) you will not use, and will ensure that your Authorized Users do not use, the DMA Facilities in a way that is contrary to

Applicable Law;

(d) you have in place adequate internal security measures to ensure that as far as reasonably possible, no person other than

an Authorized User accesses the DMA Facilities; and

(e) each order placed through the DMA Facilities is placed in accordance with any Applicable Law.

6. You agree that:

(a) you and your Authorized Users may only place orders through the DMA Facilities for contracts approved by us on

exchanges approved by us;

(b) we may close out any contract resulting from an order placed through the DMA Facilities that, in our reasonable opinion,

constitutes, or may constitute, a breach of any Applicable Law;

(c) we may, but are not obliged to, provide on-going support services in relation to the DMA Facilities whether by way of

provision of advice, training, error correction, modifications, updates or otherwise;

(d) you will provide evidence on request to show that adequate business operating procedures are in place to ensure the

safe use and security of the DMA Facilities;

(e) you will notify us as soon as reasonably practicable of any breach of any internal security measures or any failure in any

computer or related system used in connection with the DMA Facilities;

(f) you will fully co-operate with us in immediately supplying when requested any information and documentation required by

an exchange, clearing house or regulatory body regarding you, your Authorized Users or orders placed by Authorized Users through our DMA Facilities;


(g) you authorize us to, without further notice to you, provide any information or documentation to an exchange, clearing house or regulatory body regarding you, your Authorized Users or orders placed by Authorized Users through our DMA Facilities; and

(h) upon receipt of reasonable notice, you will allow (and will procure agreement from your Authorized Users to allow) us or

an exchange, clearing house or regulatory body to have access to any premises where the DMA Facilities are being used to inspect the Authorized Users’ use of the DMA Facilities and ensure that it is in accordance with these Additional Terms.

Limits

7. You agree that:

(a) all orders are subject to acceptance by us and the limits and parameters established by us or an exchange, clearing

house or regulatory body (if any);

(b) we will impose pre-determined order and/or position limits, including, but not limited to, volume per order limit, an

aggregate loss limit and an aggregate net session limit (the “Limits”) and that orders sent by you to us through the DMA Facilities may not exceed the Limits;

(c) any Limits imposed by us are solely for our protection and we have no responsibility for monitoring or ensuring

compliance with the Limits by you or your Authorized Users;

(d) you and we may mutually agree to increase the Limits, and we may at any time and in our absolute discretion decrease

such Limits. Any increase or decrease in the Limits will be confirmed in writing upon request after the change;

(e) the Limits are not a guide or recommendation of acceptable trading levels for you or your Authorized Users and you agree

that you rely on your own financial and risk assessments to determine trading limits. It is your sole responsibility to monitor trading and to prevent trades in excess of the Limits; and

(f) trading in excess of the Limits is a breach of these Additional Terms and the Customer Agreement.

Execution.

8. In the event that any person who is not an Authorized User accesses the DMA Facilities through a breach of your obligations

under clause 4(b), you will be liable for the conduct of such person as if such person were an Authorized User, whether or not such access and/or use is authorized by you.

9. You are solely responsible for the accurate placement, execution and monitoring of all orders placed by your Authorized Users

through the DMA Facilities. We will not be responsible for errors resulting from inaccurate placement of such orders by your Authorized Users.

10. You are liable as principal for all orders placed by Authorized Users through the DMA Facilities including for any trading losses,

commissions, costs or other obligations resulting from such orders.

11. You agree that the collective positions of all Authorized Users will be treated by us as principal positions of yours and that such

collective positions may not exceed any Limit imposed by us.

12. You acknowledge and agree:

(a) that orders placed through the DMA Facilities will be routed directly to the relevant exchange, or where applicable to a

third party execution service utilised by us, without any intervention by us or any other person (other than through the application of any credit or other electronic filters we may impose for our own risk management purposes) and that there is no assurance that any such orders will be executed at any particular price or time, or that they will be executed at all;


(b) that Functionalities available through the DMA Facilities, including synthetic order types, may not be recognized by an exchange and order types and terminology employed by one exchange may not correspond with the order types and terminology employed by another exchange or the Functionalities available through the DMA Facilities;

(c) that you are solely responsible for:

(i) satisfying yourself that any orders you or your Authorized Users place using the Functionalities available through the

DMA Facilities on an exchange will be recognized by that exchange and correspond to an order type that may be executed on that exchange;

(ii) ensuring that any orders placed through the DMA Facilities and any resulting contracts are in compliance in all

respect with Applicable Laws; and

(iii) any model based trading devised and implemented, and any order generated by, you or your Authorized Users

through the use of the DMA Facilities and any external system or program.

Synthetic orders

13. Where requested by you, we may, in our absolute discretion, make available through the DMA Facilities synthetic order types.

You acknowledge that synthetic order types are triggered by market data received through the DMA Facilities from an exchange and that any interruption in receipt of such market data may affect the way in which a synthetic order is triggered.

Limitation of liabilities

14. Without prejudice to any rights you may have at law which cannot legally be excluded or restricted, in no event will we or our

third party providers be liable for any loss, cost, damage, liability or expense whether caused in whole or in part by us or any of our third party providers’ negligence or otherwise suffered by you or any other person as a result of or in connection with:

(a) the proper functioning or use of the DMA Facilities or any related software, programs, hardware, telecommunications

equipment, manuals and other materials, including, without limitation, the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing of the DMA Facilities, any delays, interrupted service or suspension of access to or service of the DMA Facilities, any omission, malfunction, breakdown or failure of the DMA Facilities, any inability to effect or cancel orders communicated through the DMA Facilities, any inaccuracy or loss of data transmitted through the DMA Facilities or interruption of such transmission, or any erroneous communications through the DMA Facilities;

(b) any support services provided in relation to the DMA Facilities, should we provide such services;

(c) any failure by an exchange to recognize Functionalities, including synthetic order types, available through the DMA

Facilities;

(d) any failure of a synthetic order type to be triggered by the DMA Facilities;

(e) any connection to DMA Facilities by you or an Authorized User of software which is used to automatically generate orders

for placement on exchanges; or

(f) any decision made or action taken in reliance upon information to which you or any of your Authorized Users had access

through the DMA Facilities or which arise out of the use or inability to use the DMA Facilities,

whether suffered in contract, in tort (including negligence) or otherwise (including, without limitation, damages for loss of business profits, business interruptions, loss of business information or data, loss of goodwill, special, indirect or consequential or other pecuniary loss or a third party claim) even if we or our third party providers have been advised of the possibility of such damages.


Indemnification by you

15. Without limiting any indemnity in the Customer Agreement you irrevocably indemnify and agree to keep us and any of our third

party providers indemnified and to hold us and such third party providers harmless to the fullest extent permitted by law for all loss, cost, damage, liability and expense of whatsoever nature arising out of or in connection with:

(a) any breach, whether by act or omission of these Additional Terms;

(b) the use, provision or distribution of information or any part of the DMA Facilities by you or your Authorized Users;

(c) any claim or demand by a third party which is related to access to or use of the DMA Facilities by you or your Authorized

Users or which is related to any decision or advice arising out of such access or use;

(d) any security breach in relation to the DMA Facilities, including without limitation, unauthorized access to the DMA Facilities

through your or an Authorized User’s loss, disclosure or misuse of security access details whether caused directly or indirectly by you, the Authorized User, and any of their directors, partners, officers, affiliates, employees, agents, clients or third parties, except to the extent caused by our own negligence or willful misconduct; and

(e) any connection to the DMA Facilities by you or an Authorized User of software which is used to automatically generate

orders for placement on exchanges.

Exclusion of warranties

16. THE DMA FACILITIES, ALL RELATED SERVICES AND INFORMATION, AND ANY SOFTWARE, PROGRAMS, HARDWARE,

TELECOMMUNICATIONS EQUIPMENT, MANUALS AND OTHER MATERIALS USED BY US TO MAKE THE DMA FACILITIES AND RELATED SERVICES AND INFORMATION AVAILABLE TO YOU ARE PROVIDED BY US “AS IS”. NEITHER WE NOR ANY OF OUR THIRD PARTY PROVIDERS GIVE ANY WARRANTIES IN RELATION TO THE DMA FACILITIES AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS. EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE ARE EXPRESSLY EXCLUDED. The entire risk as to the quality and performance of the information, software, programs, hardware, telecommunications equipment, manuals and other materials and services is with you. Neither we nor any of our third party providers expressly warrant or give any assurance that the information, software, programs hardware, telecommunications equipment, manuals and other materials and services, in whole or in part, will meet your requirements, be error free, or operate without interruption. No warranties are given that the DMA Facilities will be compatible with any hardware or software.

Intellectual Property

17. You acknowledge that all intellectual property rights in the DMA Facilities, any data derived from the DMA Facilities

(“Information”) and any related documentation are proprietary to us and/or our third party providers and agree that you will not and will ensure that your Authorized Users will not:

(a) modify, alter, copy or otherwise reproduce, reverse engineer, decompile or disassemble the DMA Facilities, Information or

any related documentation provided by us;

(b) adapt or create any derivative works based upon such intellectual property or otherwise incorporate such intellectual

property into any of your or an Authorized User’s own intellectual property;

(c) assign, rent, sub-license, lease, transfer or otherwise provide the DMA Facilities, the Information or related documentation

(whether in whole or in part) to any third party unless otherwise Authorized in writing by us;

(d) engage in any other form of data stripping, infringe any intellectual property rights that we or any third party have in the

DMA Facilities or incorporate any part of the DMA Facilities into its own inventions or other intellectual property for which it may claim for legally protected proprietary rights.


Upon our request, you will destroy or return all materials associated with the DMA Facilities to us, including any expressions or copies of intellectual property in the DMA Facilities, related documentation or Information.

Termination.

18. Access to the DMA Facilities may be terminated: (a) by you or by us at will by notice in writing to the other party;

(b) by us immediately without notice upon the happening of any of the following:

(i) termination of the Customer Agreement by either party;

(ii) breach by you of any warranty or undertaking contained in these Additional Terms;

(iii) any use by you or any of your Authorized Users of software in conjunction with the DMA Facilities which is identified by a third party as allegedly infringing that third party’s intellectual property rights; or

(iv) upon a request by an exchange, clearing house or regulatory body or a change in the rules or regulations of an exchange, clearing house or regulatory body such that we are required to terminate your access to the DMA Facilities.

Any such termination will have no effect upon any party’s rights arising out of orders placed through the DMA Facilities prior to such termination.

For the avoidance of doubt, either party terminating access to DMA Facilities in accordance with clause 18(a) or 18(b)(ii), (iii) or (iv) may elect to terminate access to the DMA Facilities without effecting the duration of the Customer Agreement.

Any such termination will have no effect upon any party’s rights arising out of orders placed through the DMA Facilities prior to such termination.

For the avoidance of doubt, either party terminating access to DMA Facilities in accordance with clause 18(a) or 18(b)(ii), (iii) or (iv) may elect to terminate access to the DMA Facilities without effecting the duration of the Customer Agreement.

The Customer has caused this Agreement to be duly executed and delivered ACCEPTED BY MFUSA

as of the date written below.

________________________________________________ _______________ ____________________________________ Authorized Individual - Print Name Date Authorized Individual – Print Name ________________________________________________ ___________________________________ Authorized Individual – Signature Authorized Individual – Signature ________________________________________________ _______________ _______________ Authorized Individual - Print Name Date Date ________________________________________________ Authorized Individual - Signature


ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS DISCLOSURE STATEMENT

Electronic trading and order routing systems differ from traditional open outcry pit trading and manual order routing methods. Transactions using an electronic system are subject to the rules and regulations of the exchange(s) offering the system and/or listing the contract. Before you engage in transactions using an electronic system, you should carefully review the rules and regulations of the exchanges(s) offering the system and/or listing contracts you intend to trade.

DIFFERENCES AMONG ELECTRONIC TRADING SYSTEMS

Trading or routing orders through electronic systems varies widely among the different electronic systems. You should consult the rules and regulations of the exchange offering the electronic system and/or listing the contract traded or order routed to understand, among other things, in the case of trading systems, the system’s order matching procedure, opening and closing procedures and prices, error trade policies, and trading limitations or requirements; and in the case of all systems, qualifications for access and grounds for termination and limitations on the types of orders that my be entered into the system. Each of these matters may present different risk factors with respect to trading on or using a particular system. Each system may also present risks related to system access, varying response times, and security. In the case of internet-based systems, there may be additional types of risks related to system access, varying response times and security, as well as risks related to service providers and the receipt and monitoring of electronic mail.

RISKS ASSOCIATED WITH SYSTEM FAILURE

Trading through an electronic trading or order routing system exposes you to risks associated with system or component failure. In the event of system or component failure, it is possible that, for a certain time period, you may not be able to enter new orders, execute existing orders, or modify or cancel orders that were previously entered. System or component failure may also result n loss of orders or order priority.

SIMULTANEOUS OPEN OUTCRY PIT AND ELECTRONIC TRADING

Some contracts offered on an electronic trading system may be traded electronically and through open outcry during the same trading hours. You should review the rules and regulations of the exchange offering the system and/or listing the contract to determine how orders that do not designate a particular process will be executed.

LIMITATION OF LIABILITY

Exchanges offering an electronic trading or order routing system and/or listing the contract may have adopted rules to limit their liability, the liability of FCMs, and software and communication system vendors and the amount of damages you may collect for system failure and delays. These limitations of liability provisions vary among the exchanges. You should consult the rules and regulations of the relevant exchange(s) in order to understand these liability limitations.

** Each exchange’s relevant rules are available upon request from the industry professional with whom you have an account. Some exchanges’ relevant rules are also available on their respective websites.

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Electronic Trading and Order Routing Systems Disclosure Statement.



HEDGE ACCOUNT AGREEMENT

*** To Be Completed by Hedge customers only***

This notification is a continuing one and shall remain in force until canceled in writing by the undersigned. Commodity Futures Trading Commission Regulation 190.06(d) requires that a commodity broker must provide an opportunity for each customer to specify when undertaking its first hedging contract whether, in the event of the commodity broker’s bankruptcy, such customer prefers that open commodity contracts held in a hedging account be liquidated by a Trustee. Accordingly, please indicate below your preference for open contracts in your account if such an event were to occur.

In the unlikely event of MFUSA’s bankruptcy, Customer prefers that the trustee (Customer to check on choice):

Liquidate Positions

Transfer Positions to another Futures Commission Merchant

If neither alternative is selected, Customer will be deemed to have elected to have all positions liquidated. Customer may change this election at any time by written notice.

Customer warrants that each order by Customer to buy or sell any Futures Contracts or Options Contracts in the Account or sub-account, in the below listed commodities, unless otherwise designated in writing to MFUSA, will be a hedging, arbitrage, spreading or risk management transaction not subject to speculative position limit rules and speculative margin requirements under applicable exchange rules.

__________________________________________________ ____________________________________________________

__________________________________________________ ____________________________________________________

__________________________________________________ ____________________________________________________

If Customer gives MFUSA an order to buy or sell a Futures Contract or Options Contract that does not constitute a transaction described above, Customer shall so advise MFUSA in advance.

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Hedge Account Agreement



ELECTRONIC STATEMENT DISCLOSURE

This notification is to indicate how and where you wish to receive confirms and statements. The CFTC requires FCMs to provide customers confirms and statements.

Please indicated your preferred method of receiving confirms and statements:

E-Mails to the following e-mail addresses:

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

Customer does not wish to receive account statements electronically. Customer chooses to have hard copy account statements mailed to the listed “Mailing Address” in Part I.

Electronic Statements – Customer agrees to receive its monthly statements, daily confirmation statements and purchase and sale statements (collectively, the “account statements”) electronically via telefax or email as indicated above, rather than by regular mail. There will e no charge to Customer for this service. Customer may revoke its consent to receive the account statements electronically at any time by giving written notice to MFUSA, and upon receipt of such written notice from Customer, MFUSA will deliver the account statements via regular mail.



TRADING AUTHORIZATION

This trading authorization relates to the Customer Agreement entered into between Macquarie Futures USA LLC (“MFUSA”) and the customer identified below (“Customer”).

Customer hereby authorizes ________________________________________________ (“Advisor”) as its agent and attorney in fact to purchase and sell futures contracts and/or options on futures contracts traded on exchanges (collectively, “Contracts”), to transfer or arrange for the transfer of money, securities or other property to or from any and all accounts carried by you on behalf of Customer (the “Accounts”) and to make or receive delivery of the commodities underlying the Contracts traded by Advisor on Customer’s behalf, all in accordance with your terms and conditions as set forth in the Customer Agreement, for Customer’s account and risk and in Customer’s name. You are authorized and instructed to follow the instructions of the Advisor in every respect concerning the Accounts, as set forth in the Customer Agreement and to act or refrain from acting in accordance with such instructions to the same extent and with the same force and effect as if such instructions were given by Customer directly.

Customer hereby ratifies and confirms any and all transactions with you heretofore or hereafter made by Advisor for the Accounts.

Customer acknowledges that: (i) Customer has given Advisor the authority to exercise any of Customer’s rights over its Accounts at Customer’s risk, and MFUSA is authorized to act, or omit to act, upon any communication or instruction of Advisor as though given by Customer; (ii) any communication or notice given to Advisor by MFUSA or received from Advisor by MFUSA shall be deemed to have been given to, or received from, Customer, as the case may be, and any instruction or action of Advisor shall be deemed to constitute the instruction or action of Customer; and (iii) it has received and read a copy of Advisor’s current disclosure document or a written statement from Advisor that Advisor is exempt from the requirement to provide such a disclosure document.

This authorization (a) shall be continuing and shall remain in full force and effect until your receipt of written notice of Customer’s revocation thereof (provided, however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by the Advisor but not yet executed); (b) shall inure to the benefit of you and your successors; (c) shall be binding upon Customer, its successors and legal representatives; and (d) is in addition to (and in no way limits or restricts) any rights which you may have under the Customer Agreement or any other agreement or agreements between Customer and you.

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Trading Authorization.



ADVISOR AGREEMENT

If Customer has appointed an Advisor in relation to the Accounts, Advisor makes the representations and warranties set forth below, which are applicable to, and for all purposes shall constitute a part of, the Customer Agreement to which this Appendix is attached (the “Agreement”), and all capitalized terms used by not defined in this Appendix shall have the respective meanings assigned to such terms in the Agreement:

(a) Advisor has been duly and properly authorized to exercise any of Customer’s rights with respect to its Account, including but not limited to the right to provide trading instructions for Contracts to be executed, cleared and/or carried for Customer’s Account and to provide and receive notices and other communications with respect to such Account.

(b) Advisor is registered with the CFTC as a commodity trading advisor or is not required to be so registered.

(c) Advisor has provided and will continue to provide Customer with an explanation of the nature and risks of the strategies to be used in connection with transactions to be executed for any Account.

(d) Advisor shall cause Customer to take such action in respect of any Account as is required of Customer under this Agreement.

(e) Advisor has provided Customer with a copy of Advisor’s current disclosure document or written statement that Advisor is exempt from the requirement to provide such disclosure document.

***If Advisor is not required to provide a disclosure document, please identify the reasons below:

_____ I have provided advice to 15 or fewer persons during the past 12 months and do not hold myself out generally to the public as a CTA.

_____ I am registered as an Associated Person and my advice is issued solely in connection with my employment as an Associated Person.

_____ I am a relative of the account holder. My relationship to the account holder is: _____________________________

_____ I (We) am (are) a foreign based entity, located outside the United State, and I (we) only solicit non-U.S. persons.

_____ I am operating under a 4.7 exemption.

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Advisor Agreement. ___________________________________________________________________ ________________________________________ Authorized Individual - Print Name Date ___________________________________________________________________ Authorized Individual - Signature ___________________________________________________________________ ________________________________________ Authorized Individual - Print Name (if two individuals required) Date ___________________________________________________________________ Authorized Individual – Signature (if two individuals required) ___________________________________________________________________ ________________________________________ Advisor Name Date ___________________________________________________________________ Title of Authorized Individual - Advisor ___________________________________________________________________ Signature of Authorized Individual - Advisor


NON-SOLICITATION AGREEMENT

*** To Be Completed by NON-US customers only***

Please allow my signature to serve as my testimony to the fact that at no time have I been solicited by MFUSA or any of its Associated Persons in regards to opening a commodities account.

INTRODUCING BROKER

*** To Be Completed if account is being introduced by an Introducing Broker***

If account is being introduced to MFUSA by an Introducing Broker, please fill in the contact details of the Introducing Broker below:

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Non-Solicitation Agreement.


***To Be Completed by Introducing Broker*** ___________________________________________________________________ IB Name ___________________________________________________________________ Address ___________________________________________________________________ Signature of Authorized Party at IB ___________________________________________________________________ Printed Name & Title


FUTURES CROSS TRADE CONSENT

***THE FOLLOWING AGREEMENT IS OPTIONAL AND MAY BE DECLINED BY CUSTOMER ***

Customer agrees that without prior consent and without prior notice to Customer, the MFUSA entities and their directors, employees, agents or floor brokers acting on Customer’s behalf in any futures transaction for the Account may take the opposite side of Customer’s transaction, subject to Applicable Law.

TRANSFER OF FUNDS

***THE FOLLOWING AGREEMENT IS OPTIONAL AND MAY BE DECLINED BY CUSTOMER ***

By signing below, Customer authorizes MFUSA to transfer funds, securities or other property to, between or among any of Customer’s segregated or secured futures account(s), sequestered account(s) or non-regulated account(s) when, in MFUSA’s judgment, a transfer of any excess funds in such account(s) may be necessary to satisfy margin calls, debit balances or for such other reasons as MFUSA deems appropriate. Promptly following such transfer, MFUSA will confirm the transfer in writing to Customer. All such transfers shall be made in compliance with the Commodity Exchange Act and the applicable regulations promulgated thereunder.

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Futures Cross-Trade Agreement.


Each of the undersigned hereby agrees to the terms and conditions as set forth in this Transfer of Funds Agreement.



ARBITRATION AGREEMENT

***THE FOLLOWING ARBITRATION AGREEMENT IS OPTIONAL AND MAY BE DECLINED BY CUSTOMER ***

PLEASE REVIEW THESE PROVISIONS CAREFULLY BEFORE SIGNING.

THREE FORUMS EXIST FOR THE RESOLUTION OF COMMODITY DISPUTES: CIVIL COURT LITIGATION, REPARATIONS AT THE COMMODITY FUTURES TRADING COMMISSION (CFTC) AND ARBITRATION CONDUCTED BY A SELF-REGULATORY OR OTHER PRIVATE ORGANIZATION.

THE CFTC RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES BY ARBITRATION MAY IN SOME CASES PROVIDE MANY BENEFITS TO CUSTOMERS, INCLUDING THE ABILITY TO OBTAIN AN EXPEDITIOUS AND FINAL RESOLUTION OF DISPUTES WITHOUT INCURRING SUBSTANTIAL COSTS. THE CFTC REQUIRES, HOWEVER, THAT EACH CUSTOMER INDIVIDUALLY EXAMINE THE RELATIVE MERITS OF ARBITRATION AND THAT YOUR CONSENT TO THIS ARBITRATION AGREEMENT BE VOLUNTARY.

BY SIGNING THIS AGREEMENT YOU: (1) MAY BE WAIVING YOUR RIGHT TO SUE IN A COURT OF LAW; AND (2) ARE AGREEING TO BE BOUND BY ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR MFUSA MAY SUBMIT TO ARBITRATION UNDER THIS AGREEMENT. YOU ARE NOT, HOWEVER, WAIVING YOUR RIGHT TO ELECT INSTEAD TO PETITION THE CFTC TO INSTITUTE REPARATIONS PROCEEDINGS UNDER SECTION 14 OF THE COMMODITY EXCHANGE ACT WITH RESPECT TO ANY DISPUTE WHICH MAY BE ARBITRATED PURSUANT TO THIS AGREEMENT. IN THE EVENT A DISPUTE ARISES, YOU WILL BE NOTIFIED IF MFUSA INTENDS TO SUBMIT THE DISPUTE TO ARBITRATION. IF YOU BELIEVE A VIOLATION OF THE COMMODITY EXCHANGE ACT IS INVOLVED AND IF YOU PREFER TO REQUEST A SECTION 14 “REPARATIONS” PROCEEDING BEFORE THE CFTC, YOU WILL HAVE 45 DAYS FROM THE DATE OF SUCH NOTICE IN WHICH TO MAKE THAT ELECTION.

YOU NEED NOT SIGN THIS AGREEMENT TO OPEN AN ACCOUNT WITH MFUSA; SEE 17 CFR 166.5

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Arbitration Agreement



ACCOUNT TRANSFER FORM

Date: _______________________

To: Transferring Firm

(Please provide the name and address of Firm from which you are transferring)

Firm Name: _______________________________________________________________________________

Firm Address: _______________________________________________________________________________

Account Number(s): _______________________________________________________________________________

Account Title: _______________________________________________________________________________

Account Address: _______________________________________________________________________________

If applicable, name of Introducing Broker: __________________________________________________________________

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IN ACCORDANCE WITH NATIONAL FUTURES ASSOCIATION COMPLIANCE RULE 2-27 PLEASE TRANSFER IMMEDIATELY ALL OF THE CASH BALANCES, OPEN POSITIONS, AND TREASURY BILLS OR ANY COLLATERAL IN MY (OUR) ACCOUNT TO MACQUARIE FUTURES USA LLC

Each of the undersigned hereby agrees to the terms and conditions as set forth in this Account Transfer Form.



TRUST INFORMATION AND TRUSTEE CERTIFICATION

If opening a TRUST account, the following certification must be completed and the applicable trust document must be submitted.

1. The official name of the TRUST: ______________________________________________________________________

2. The TRUST formation date: ______________________________________________________________________

3. The TRUSTEE(s) of the TRUST: ______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

4. The GRANTOR(s) of the TRUST: ______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

5. I/We being the TRUSTEE(s) of the above referenced trust warrant and represent that trading in futures contracts and options on futures contracts is a proper purpose of the TRUST and such activity will in no manner contravene the provisions of the above mentioned TRUST, any statutes, rules or regulations, judgments, orders or decrees or agreements to which the TRUST is bound or subject.

6. I/We being the TRUSTEE(s), acknowledge receiving account documentation, agreements and risk disclosure forms including the Customer Agreement and consent to the terms of such agreements.

7. I/We being the TRUSTEE(s), jointly and severally indemnify and hold MFUSA harmless from any liability arising, directly or indirectly, from effecting any transactions pursuant to instructions given by any of the TRUSTEE(s) listed above.

8. I/We being the TRUSTEE(s), agree to inform MFUSA in writing of any amendment to the TRUST, any change in the composition of TRUSTEE(s) or any other event which would materially alter the certifications made above.

ALL TRUSTEE(s) MUST SIGN _____________________________________________________ ________________________________________________________ Trustee Name (Printed) Trustee Name (Signature) _____________________________________________________ ________________________________________________________ Trustee Name (Printed) Trustee Name (Signature) _____________________________________________________ ________________________________________________________ Trustee Name (Printed) Trustee Name (Signature)

_____________________________________________________ ________________________________________________________ Trustee Name (Printed) Trustee Name (Signature)


MFUSA BANKING INFORMATION

ALL CHECKS SHOULD BE MADE PAYABLE TO MACQUARIE FUTURES USA LLC

NO THIRD PARTY CHECKS OR WIRES WILL BE ACCEPTED

Wire Instructions:

Institution: Harris Bank

ABA Number: 071000288

Account Number: 3095320

Account Name: Macquarie Futures USA LLC – Customer Segregated Funds

Swift Code: HATRUS44


CFTC OWNERSHIP AND CONTROL (“OCR”) INFORMATION

CFTC CFR Parts 15, 17, 17, 18, and 20

pìãã~êóW=The Commodity Futures Trading Commission (‘‘Commission’’ or ‘‘CFTC’’) is adopting new rules and related forms to enhance its identification of futures and swap market participants. These final rules will leverage the Commission’s current position and transaction reporting programs by requiring the electronic submission of trader identification and market participant data on amended Forms 102 and 40, and on new Form 71. The new and amended forms require the reporting of certain trading accounts active on reporting markets that are designated contract markets or swap execution facilities. Among other information, the forms collect ownership and control information with respect to both position-based special accounts and trading accounts that meet specified volume-based reporting levels. [1]=

In order to assist with compliance of the above CFTC rule, the FIA has created the FIA OCR Reporting portal to allow for online tracking. As part of onboarding with Macquarie, a profile must be created on the OCR portal. Macquarie allows for this to be in two ways, as a client, you may create your own profile or Macquarie will create the profile with the information given below. If you already have a profile in the portal, please make the legal entity profile visible to Macquarie (FCM)(MACQ), and if you are will be trading swaps, please make the profile visible to Macquarie (Swap Dealer)(MACS).

By creating your own profile in the OCR portal, you will maintain editing rights to the profile and the ability to make the one profile visible to all necessary FCMs. Please go to the below link and use the user guide to create the necessary legal entity, main contact, and natural person controller profiles. Please note, Macquarie requests this profile creation is completed before account go live.

Login: https://prod.fia-tech.com/UserHub/User/Login

User Guide: https://prod.fia-tech.com/UserHub/User/Login?ReturnUrl=%2FOCR%2FHome%2FFiaDocument%3Ffn%3DFIA

If you would like to proceed with Macquarie creating your profile, please note that only Macquarie will have the editing rights to the profile and Macquarie will be the only FCM with visibility. In order to complete the setup, Macquarie will use the legal entity information given on page 9 of this document. In conjunction with this information, Macquarie will require that you provide the Natural Person Controller contact information below. Please use the below guidance from the CFTC when identifying your account’s natural person controller.

1. “Trading account controller” is defined in § 15.00(bb) as a natural person who by power of attorney or otherwise actually directs the trading of a trading account.

2. A natural person who makes specific decisions to place, cancel or modify orders for a trading account, for example, would be considered to “actually direct” the account.

3. Directing trading could also include situations in which a controller exercises discretion over the trading of a trading account, either directly or indirectly. In the case of indirect control, a controller might provide instructions to another person regarding trading decisions. If person A gives specific instructions to person B regarding trading decisions, and person B then implements those instructions, both person A and person B should be reported as trading account controllers.

4. Persons whose authority in the hierarchy of an organization would permit them to direct the trading of an account if they so choose are not account controllers unless they actually direct such account.

[1] OCR Final Rule in the Federal Register, http://www.cftc.gov/idc/groups/public/@lrfederalregister/documents/file/2013-26789a.pdf


5. The Division would not expect to see an organization’s CEO or CCO identified as a trading account controller, unless such person actually directs the trading of the account.

6. Similarly, persons whose responsibilities in an organization would make them responsible for the financial performance of an account are not trading account controllers, unless they also actually direct the account.

Natural Person Controller Name: _____________________________________________

Title: _______________________________________________________________________

Phone: _______________________________

Email: ________________________________

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MACQUARIE FUTURES USA LLC | FUTURES | RISK DISCLOSURE STATEMENTS AND DISCLOSURES PAGE 2

RISK DISCLOSURE STATEMENTS AND DISCLOSURES - 2 -

RISK DISCLOSURE STATEMENTS AND DISCLOSURES - TABLE OF CONTENTS

RISK DISCLOSURE STATEMENTS AND DISCLOSURES - TABLE OF CONTENTS ............................................................. 2 CFTC RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS – CFTC Rule 1.55 (c) ........................................... 3 ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS DISCLOSURE STATEMENT ................................................... 7 FOREIGN FUTURES AND OPTIONS ELECTRONIC ORDER TRANSMITTAL CUSTOMER DISCLOSURE STATEMENT .... 8 LME GUIDELINES .................................................................................................................................................................... 9 NOTICE TO CLIENTS REGARDING HONG KONG POSITION LIMITS AND LARGE POSITION RULES ............................. 13 NOTICE REGARDING AVERAGE PRICING........................................................................................................................... 15 FOREIGN CUSTOMER AGENT DESIGNATION .................................................................................................................... 15 UNIFORM NOTIFICATION REGARDING ACCESS TO MARKET DATA ............................................................................... 16 NOTICE TO ONTARIO-BASED CLIENTS .............................................................................................................................. 17 NOTICE TO URUGUAY-BASED CLIENTS ............................................................................................................................ 18 NOTICE TO BRITISH COLUMBIA-BASED CLIENTS ............................................................................................................ 19 NOTICE TO ALBERTA-BASED CLIENTS .............................................................................................................................. 20 CANADIAN PERMITTED CLIENT CERTIFICATE .................................................................................................................. 21 DISCLOSURE FOR BRITISH COLUMBIA-BASED CLIENTS: BC FORM 91-903F ............................................................... 26 DISCLOSURE FOR CLEARED SWAPS CUSTOMERS ......................................................................................................... 29 CLEARED DERIVATIVES TRANSACTION ADDENDUM ....................................................................................................... 30 MATERIAL CONFLICTS OF INTEREST................................................................................................................................. 43 DISCLOSURE OF MATERIAL CONFLICTS OF INTEREST ................................................................................................... 44 408(B)(2) DISCLOSURE REGARDING SERVICES AND COMPENSATION FOR COVERED ERISA PLANS ........................ 46 DISCLOSURE OF MATERIAL CONFLICTS OF INTEREST – FIDUCIARY RULE .................................................................. 51



CFTC RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS – CFTC RULE 1.55 (C)

This brief statement does not disclose all of the risks and other significant aspects of trading in futures and options. In light of the risks, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the extent of your exposure to risk. Trading in futures and options is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.

FUTURES

1. EFFECT OF ‘LEVERAGE’ OR ‘GEARING’

Transactions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract so that transactions are ‘leveraged’ or ‘geared.’ A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit; this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for any resulting deficit.

2. RISK-REDUCING ORDERS OR STRATEGIES

The placing of certain orders (e.g. ‘stop-loss’ orders, where permitted under local law, or ‘stop-limit’ orders) which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Strategies using combinations of positions, such as ‘spread’ and ‘straddle’ positions may be as risky as taking simple ‘long’ or ‘short’ positions.

OPTIONS

3. VARIABLE DEGREE OF RISK

Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.


Selling (‘writing’ or ‘granting’) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavorably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a future, the seller will acquire a position in a future with associated liabilities for margin (see the section on Futures above). If the position is ‘covered’ by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited.



ADDITIONAL RISKS COMMON TO FUTURES AND OPTIONS

4. TERMS AND CONDITIONS OF CONTRACTS

You should ask the firm with which you deal about the term and conditions of the specific futures or options which you are trading and associated obligations (e.g. the circumstances under which you may become obligated to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.

5. SUSPENSION OR RESTRICTION OF TRADING AND PRICING RELATIONSHIPS

Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or ‘circuit breakers’) may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the risk of loss.

Further, normal pricing relationships between the underlying interest and the future, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge ‘fair’ value.

6. DEPOSITED CASH AND PROPERTY

You should familiarize yourself with the protections accorded money or other property you deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specified legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.

7. COMMISSION AND OTHER CHARGES


8. TRANSACTIONS IN OTHER JURISDICTIONS

Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade should inquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask the firm with which you deal for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade.

9. CURRENCY RISKS


10. TRADING FACILITIES




11. ELECTRONIC TRADING

Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risk associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all.

12. OFF-EXCHANGE TRANSACTIONS

In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.

DISCLOSURE STATEMENT RELATING TO NON-CASH MARGIN – CFTC RULE 190.10 (C)

THIS STATEMENT IS FURNISHED TO YOU BECAUSE RULE 190.10(C) OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRES IT FOR REASONS OF FAIR NOTICE UNRELATED TO THIS COMPANY’S CURRENT FINANCIAL CONDITION.

1. YOU SHOULD KNOW THAT IN THE UNLIKELY EVENT OF THIS COMPANY’S BANKRUPTCY, PROPERTY, INCLUDING PROPERTY SPECIFICALLY TRACEABLE TO YOU, WILL BE RETURNED, TRANSFERRED OR DISTRIBUTED TO YOU, OR ON YOUR BEHALF, ONLY TO THE EXTENT OF YOUR PRO RATA SHARE OF ALL PROPERTY AVAILABLE FOR DISTRIBUTION TO CUSTOMERS.

2. FURTHER NOTICE CONCERNING THE TERMS FOR THE RETURN OF SPECIFICALLY IDENTIFIABLE PROPERTY WILL BE BY PUBLICATION IN A NEWSPAPER OF GENERAL CIRCULATION.

3. THE COMMISSION’S REGULATIONS CONCERNING BANKRUPTCIES OF COMMODITY BROKERS CAN BE FOUND AT 17 CODE OF FEDERAL REGULATIONS PART



ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS DISCLOSURE STATEMENT

Electronic trading and order routing systems differ from traditional open outcry pit trading and manual order routing methods. Transactions using an electronic system are subject to the rules and regulations of the exchange(s) offering the system and/or listing the contract. Before you engage in transactions using an electronic system, you should carefully review the rules and regulations of the exchanges(s) offering the system and/or listing contracts you intend to trade.

DIFFERENCES AMONG ELECTRONIC TRADING SYSTEMS

Trading or routing orders through electronic systems varies widely among the different electronic systems. You should consult the rules and regulations of the exchange offering the electronic system and/or listing the contract traded or order routed to understand, among other things, in the case of trading systems, the system’s order matching procedure, opening and closing procedures and prices, error trade policies, and trading limitations or requirements; and in the case of all systems, qualifications for access and grounds for termination and limitations on the types of orders that my be entered into the system. Each of these matters may present different risk factors with respect to trading on or using a particular system. Each system may also present risks related to system access, varying response times, and security. In the case of internet-based systems, there may be additional types of risks related to system access, varying response times and security, as well as risks related to service providers and the receipt and monitoring of electronic mail.

RISKS ASSOCIATED WITH SYSTEM FAILURE

Trading through an electronic trading or order routing system exposes you to risks associated with system or component failure. In the event of system or component failure, it is possible that, for a certain time period, you may not be able to enter new orders, execute existing orders, or modify or cancel orders that were previously entered. System or component failure may also result in loss of orders or order priority.

SIMULTANEOUS OPEN OUTCRY PIT AND ELECTRONIC TRADING

Some contracts offered on an electronic trading system may be traded electronically and through open outcry during the same trading hours. You should review the rules and regulations of the exchange offering the system and/or listing the contract to determine how orders that do not designate a particular process will be executed.

LIMITATION OF LIABILITY

Exchanges offering an electronic trading or order routing system and/or listing the contract may have adopted rules to limit their liability, the liability of FCMs, and software and communication system vendors and the amount of damages you may collect for system failure and delays. These limitations of liability provisions vary among the exchanges. You should consult the rules and regulations of the relevant exchange(s) in order to understand these liability limitations.

** Each exchange’s relevant rules are available upon request from the industry professional with whom you have an account. Some exchanges’ relevant rules are also available on their respective websites.



FOREIGN FUTURES AND OPTIONS ELECTRONIC ORDER TRANSMITTAL CUSTOMER DISCLOSURE STATEMENT

This statement applies to the ability of authorized customers* of Macquarie Futures USA LLC (“MFUSA”) to place orders for foreign futures and options transactions directly with non-US entities (each an “Executing Broker”) that execute transactions on behalf of MFUSA’s foreign futures and options customer omnibus accounts.

Please be aware of the following should you be permitted to place the type of orders specific above.

The orders you place with an Executing Broker are for MFUSA’s foreign futures and options customer omnibus account maintained with a foreign clearing broker. Consequently, MFUSA may limit or otherwise condition the orders you place with an Executing Broker.

You should be aware of the relationship of the Executing Broker and MFUSA. MFUSA may not be responsible for the acts, omissions, or errors of the Executing Broker, or its representatives, with which you place your orders. In addition, the Executing Broker may not be affiliated with MFUSA. If you choose to place orders directly with an Executing Broker, you may be doing so at your own risk.

It is your responsibility to inquire about the applicable laws and regulations that govern the foreign exchanges on which transactions will be executed on your behalf. Any orders placed by you for execution on a foreign exchange will be subject to such exchange’s rules and regulations, its customer and usages, as well as any local laws that may govern transactions on that exchange. These laws, rules, regulations, customs and usages may offer different or diminished protection from those that govern transactions on US exchanges. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on US exchanges. Before you trade, you should familiarize yourself with the foreign rules which will apply to your particular transaction. United States regulatory authorities may be unable to compel the enforcement of the rules of regulatory authorities or markets in non-US jurisdictions where transactions may be effected.

It is your responsibility to determine whether the Executing Broker has consented to the jurisdiction of the courts in the United States. In general, neither the Executing Broker nor any individuals associated with the Executing Broker will be registered in any capacity with the Commodity Futures Trading Commission (the “Commission”). Similarly, your contacts with the Executing Broker may not be sufficient to subject the Executing Broker to the jurisdiction of courts in the United States in the absence of the Executing Broker’s consent. Accordingly, neither the courts of the United States nor the Commission’s reparations program may be available as a forum for resolution of any disagreements you may have with the Executing Broker, and your recourse may be limited to actions outside the United States.

Unless you object within five (5) days, by giving notice as provided in your customer agreement after receipt of this disclosure, MFUSA will assume your content to the aforementioned conditions.

* You should contact your Customer Representative regarding your eligibility to participate in the direct foreign order transmittal process.



LME GUIDELINES

INTRODUCTION AND PURPOSE

This document is designed to provide customers of the London Metal Exchange (LME) with an overview of the structure of the LME, market terminology, and a guide to how its members execute orders. It is not a comprehensive trading guide, nor a complete guide to market terminology. Customers should always ensure that their requirements are explained in detail to the member responsible for order execution.

THE LME

Principal Nature

There are two types of contracts traded on the LME - Exchange Contracts and Client Contracts. Exchange Contracts are contracts between clearing members of the LME. Client Contracts are contracts between customers and ring dealing members (RDM), or associate broker clearing members (ABCM), or associate broker members (ABM) 1. Only RDMs, ABCMs and ABMs may issue Client Contracts. Statements that they issue to clients must state clearly ‘THIS IS AN LME REGISTERED CLIENT CONTRACT’ . Contract criteria pertaining to LME contracts, including metal specification, acceptable currencies, prompt dates, option strike prices etc are detailed in the LME rulebook and appropriate notices.

Exchange Contracts are traded between members, matched in the LME matching and clearing system (LMEMS) and margined by the London Clearing House (LCH). Client Contracts are registered at the LCH but margining arrangements are left to members to agree with their customers (subject to LME rules).

All LME contracts are between parties acting as principals. This prevents any party entering into an LME Contract as agent for someone else but does not prevent an agent effecting a contract between two parties if the resulting LME contract is between disclosed parties, each acting as a principal. It is an essential requirement of an LME Client Contract that one party must be an RDM, ABCM or ABM. A list of members is available from the LME. A principal relationship does not mean that members do not take on quasi-fiduciary responsibilities when they effect trades for customers. In particular, if a member undertakes to deliver a particular service, for example deal a specific number of lots ‘in the Ring’ (see below), then it should take care to ensure that it complies with all the terms of such a transaction.

In respect of Exchange Contracts, an LME broker buying metal under an Exchange Contract from another LME broker cannot do so as agent for his customer. Where an LME broker buys metal under an Exchange Contract with a view to selling that metal to his customer, this is achieved by entering into a back-to-back Client Contract with the customer. Brokers and customers can agree the conditions that apply to their Client Contracts. For example, a customer may make it a condition of his Client Contract that the broker must enter into a back-to-back Exchange Contract for the metal being bought or sold. This does not make the customer a party to the Exchange Contract but does create additional duties and obligations owed by the broker under the Client Contract. Customers should be clear about conditions that apply to their Client Contracts and about the obligations and duties that the broker owes as a result of those conditions.

1 For the purposes of this document these categories of members will be referred to as LME members, members or by the appropriate abbreviation.

Brokers should be clear about the duties and obligations they owe as a result of conditions attaching to their Client Contracts. They should also be clear about the duties they owe to their customers under the FSA’s conduct of business rules.

Dual Capacity

LME members may act both in the capacity of market maker and broker. They may act in a particular manner depending on a number of circumstances, including the size of the order, the liquidity of the market at the time the order was placed, and, not least, the customer’s instructions. Customer orders may be filled directly from a member’s ‘book’ or filled by the member after it has bought/sold



metal in the LME market. Furthermore, customer orders may be offset, amalgamated, broken-up or netted for execution. These methodologies apply equally to orders whether any resulting exchange contract is effected in the ring, in the inter-office market, or on LME Select.

Customers with specific order requirements must make these known to the member at the time the order is placed. Customers wishing to know how their order was executed should request such information from the member.

Trading on the LME

Trading takes place on the LME by open outcry in the rings and kerbs, between members in the interoffice, and over the Exchange’s electronic trading system LME Select.

Open Outcry

Historically, during ring and kerb sessions, the majority of customer business reflects prices traded in the open outcry sessions. Customers can follow the market activity by monitoring quoted and traded prices disseminated via the LME market data system (MDS), or by listening to the simultaneous floor commentary provided by member(s). The MDS publishes prices traded during ring and kerb times on price vendor information services such as Reuters.

Members can continue to ‘make a market’ on request to a customer whilst the ring and kerb sessions are in operation, although this is entirely at the member’s discretion. Alternatively, the customer can decide whether to place an order using the ‘order styles’ mentioned below.

Inter-office

Inter-office trading is conducted between members by telephone or by electronic means. On contacting an LME member, customers will usually be provided, on request, with the member’s current bid-ask quote. The customer may trade on this quote, or call another member in an attempt to improve the quote, or wait and monitor prices on the LME market data system, or leave an order with a member. If an order is left with a member for execution and not taken on its own book, it may be executed via a ‘back to back’ Exchange Contract agreed via a telephone deal with another member or executed via an electronic trading system.

LME Select

LME Select allows members to trade all LME Metal Contracts, Index Contracts, Exchange Metal Options or Traded Average Price Option contracts, for all prompt dates and carries, and for all series. All trading on LME Select is in US dollars.

LME Select replaces neither inter-office trading nor trading in the ring. Depending on the time of day, it is possible for members to deal by telephone or electronically in the inter-office market, by LME Select, or in the rings. Customers should specify which mechanism they prefer where they have a preference.

Firm prices of the best bid and offer available on LME Select, the total volumes available at these prices, and the price and volume of each trade transacted are distributed to and displayed in real time by information vendors. Only LME Select prices are displayed, not those of other third party electronic trading system providing LME prices. Only RDMs and ABCMs are eligible to become LME Select Participants and to have direct access to the system. Customers may effect ‘back to back’ client contracts based upon prices available on LME Select via such members.

ORDER STYLES

Ring

Customer orders are not traded in the rings or kerbs, so an order using the term ‘in/on/during the ring/kerb’ will be executed on the basis of the prices traded/quoted during the particular session. If a customer requires their order to be ‘shown’ or traded across the



ring/kerb then they should make this requirement known to their executor, who may or may not accept this as a term of the order. The equivalent Exchange Contract for a customer order may not replicate its terms. As the customer is not a party to any Exchange Contracts i.e. those traded in open outcry between members in the ring/kerb sessions, in specifying ring/kerb, the customer is merely identifying a pricing mechanism. A member which undertakes to match a price traded in the ring/kerb is not necessarily undertaking that it will trade during that ring/kerb, only that it may do so. However, a customer may place an order with the specific request that the member trades an Exchange Contract replicating its order in the ring. In such circumstance the RDM can only trade this order by open outcry in the ring.

If a customer trades at the prevailing market quote proffered in the ring/kerb, their executor is not necessarily obliged to effect an Exchange Contract at the same price. This can lead to situations where the customer has traded at the prevailing market quote, without that same price trading in open outcry across the floor of the Exchange. However, if the instructions from the customer are to achieve a specific price i.e. close of ring 2, then this is the price that should be given, if that specific order is accepted.

Market

In normal circumstances a market order is one executed on a timely basis at the prevailing market price. As mentioned above, at certain times of the business day, trading is taking place simultaneously in the ring or kerb, on LME Select, and in the inter-office market. Traditionally, when open outcry trading is in course, the market is defined by activity within the ring/kerb. At other times, the market is split between inter-office trading and trading on LME Select. During inter-office sessions, indicative quotes are available on the MDS and firm prices available on LME Select and the LME Select page on information vendors’ systems. The indicative prices might not be available to all parties.

Best

Order styles on the LME using the word ‘best’ confer some discretion upon the members when executing the order, requiring them to use their ‘best endeavours’ on the customer’s behalf. The extent of the discretion is fixed by the terms of the order. This type of order is distinct from ‘best execution’ as defined by the FSA, which most non-private LME customers waive as part of their overall agreement with their executor.

Best orders may be executed both in rings/kerbs, inter-office and on LME Select. Inter-office trades rely upon the members’ skill in determining the level of the market at any particular time. Best orders received during ring/kerb times may not result in the customer receiving the ‘best’ price achieved during the session if the price improves after the member has booked the metal intended to fill the order. At any given time, the best price on LME Select will be displayed on the system and by the information vendors. Customers should be aware that depending on market conduct the best price may move during the period from them placing their order and the members executing.

Close

Most orders placed ‘on the close’ are for either the close of the second ring (official LME prices) or the second kerb (closing prices). Both these prices are demonstrable because of the publication of official and closing prices. Closing prices of other sessions are harder to determine, although the LME does also publish unofficial prices, which are established at the close of the fourth ring. In all circumstances, customers and members need to agree the style of execution i.e. bid/ask, mean or traded price. Members may not always be able to guarantee execution (price or volume) due to prevailing market conditions. A closing price on LME Select is the last price traded before the system closes at 19:30.

Open

Customers placing orders to trade on the opening of a market session must provide clear instructions to the LME member which indicate how this order should be activated i.e. basis the opening bid/ask or basis the first trade in the session. Customers will also need to inform their executor of their requirements if the executor is unable to fill the order basis the ‘opening’ price in its entirety due to market constraints such as insufficient supply/demand. Customers may place orders with members for LME Select that can be placed into the system for activation when the market opens at 07:30.

Resting Orders



When placing resting orders such as ‘good’ til cancelled’ (‘GTC ', or any derivations thereof) or stop loss orders, customers should ensure that they are in agreement with their executor’s definition of the ‘trigger’ point of the order. Usually, this is interpreted as being the point when the order price is seen to be trading in the market, but it is possible to request the order be activated when the order level is either bid or asked as appropriate, via the prevailing market quote. Stop loss orders become market orders when a trade, or a bid or an offer triggers the stop, with members then executing the order at the current market price.

It is possible for a customer not to receive a ‘fill’ on a resting order despite the ‘trigger’ point being ‘touched’. This could be due to a number of circumstances such as order priority, illiquidity, prevailing market conditions etc. Whatever the reason, the executor should be able to provide the customer with a full explanation of why it was unable to fill the order.

Customers should be aware that resting orders might be activated during periods of illiquidity in the market. As previously mentioned this could result in the trade not being filled. For ‘stop’ orders this could result in a worse fill than anticipated (‘slippage’). Customers should ensure the executor is fully aware of their requirements regarding the execution and adheres to any limitations, especially if the customer is not in contact with the market/member when the trigger point is reached.

It is possible for customers to ask members to place resting orders in LME Select. The system accepts GTC and Good for Day (DAY) orders. DAY orders are automatically deleted from the system at 19:30.

Conclusion

The above order styles do not represent all possible methods of order execution on the LME. Members and customers should ensure that orders are communicated in meaningful.



NOTICE TO CLIENTS REGARDING HONG KONG POSITION LIMITS AND LARGE POSITION RULES

Effective April 1, 2003, new requirements were introduced in Hong Kong in relation to the position limit and reportable position requirements for stock options and futures contracts traded on the Stock Exchange of Hong Kong and on the Hong Kong Futures Exchanges.

These requirements are set out in the Hong Kong Securities and Futures (Contracts Limits and Reportable Positions) Rules (the "Rules") made by the Securities and Futures Commission ("SFC") under the Securities and Futures Ordinance. The Rules impose monitoring and reporting obligations with regard to large open positions. Where you are holding a reportable position for your client, you must disclose the identity of the client. For the purposes of the Rules, a client is the person who is ultimately responsible for originating instructions you receive for transactions – i.e., the transaction originator.

Further guidance on the Rules and what they require is set out in the SFC’s Guidance Note on Position Limits and Large Open Position Reporting Requirements. Copies of the Rules and Guidance Note can be downloaded from the SFC’s website (www.hksfc.org.hk).

Purpose of the Rules

The purpose of the Rules is to avoid potentially destabilizing market conditions arising from an overconcentrationof futures/options position accumulated by a single person or group of persons acting in concert, and to increase market transparency.

Some of the major requirements of the Rules and Guidance Note are summarized below. However, you should review the Rules and Guidance Note in their entirety, and consult with your legal counsel in order to ensure that you have a full understanding of your obligations in connection with trading in Hong Kong. Please note that the Rules make you responsible for ensuring that you comply with the Rules. Section 8 of the Rules makes it a criminal offence not to comply (subject to a maximum fine of HK$100,000 and imprisonment for up to 2 years).

Position Limits

You may not hold or control futures contracts or stock options contracts in excess of the prescribed limit, unless you have obtained the prior authorization of the Hong Kong regulators. For example, the prescribed limit for Hang Seng Index futures and options contracts and Mini-Hang Seng Index futures and options contract is 10,000 long or short position delta limit for all contract months combined, provided the position delta for the Mini-Hang Seng Index futures contracts or Mini-Hang Seng Index options contracts shall not at any time exceed 2,000 long or short for all contact months combined. For many futures contracts and stock options contracts, the position limit is set at 5,000 contracts for any one contract/expiry month. The prescribed limit for each contract traded on the Hong Kong exchanges is set out in the Rules.

Reportable Positions

If you hold or control an open position in futures contracts or stock options contracts in excess of the specified level, the Rules require you to report that position in writing to the relevant Hong Kong exchange (i) within one day (ignoring Hong Kong public holidays and Saturdays) of first holding or controlling that position, and (ii) on each succeeding day on which you continue to hold or control that position. The specified reporting level for each contract traded on the Hong Kong exchanges is set out in the Rules. Please note that the reportable position limits for certain contracts have changed. For example, the reportable limits for Hang Seng Index futures and options contracts have been increased from 250 open contracts to 500 open contracts. The report must state:

the number of contracts held or controlled in respect of the position in each relevant contract month; and if the position is held or controlled for a client, the identity of the client.

Scope of the Rules

You should note:

http://www.hksfc.org.hk/



The prescribed limits and reportable position requirements apply to all positions held or controlled by any person, including positions in any account(s) that such person controls, whether directly or indirectly. (Section 4 of the Rules and Para. 2.6 of the Guidance Note) If a person holds or controls positions in accounts at more than one intermediary, the Rules require him to aggregate the positions for the purposes of applying the prescribed limits and reportable position requirements. (Para. 6.1 of the Guidance Note)

The person holding or controlling a reportable position in accounts at more than one intermediary has the sole responsibility to notify the relevant exchange of the reportable position. The person may request its intermediary to submit the notice of the reportable position. If a firm agrees to submit the notice on his behalf, the person should provide to the firm its total positions held at other intermediaries so that the firm can submit the notice of the reportable position. Alternatively, the person should ask all of his intermediaries to report the positions in each of the accounts separately to the exchange, even if the positions in the individual accounts do not reach the reportable level. (Paras. 4.6 and 6.2 of the Guidance Note)

Where you are holding a reportable position for your client, the Rules say that you must disclose the identity of the client. The SFC’s view is that, for the purposes of the Rules, a client is the person who is ultimately responsible for originating the transaction instructions – i.e., the transaction originator. (Para. 6.3 of the Guidance Note).

The Rules apply to the aggregate positions held in an omnibus account and to the positions held by each of the underlying clients of an omnibus account. Positions held by an intermediary (other than an exchange participant) in its proprietary accounts and customer accounts must be aggregated by the intermediary for position limit purposes. (Para. 6.7 of the Guidance Note)

Please contact your Customer Representative if you have any questions regarding this Notice and the requirements discussed herein.



NOTICE REGARDING AVERAGE PRICING

You should be aware that certain US and non-US exchanges may permit Macquarie Futures USA LLC (“MFUSA”) and/or its correspondent clearing brokers to confirm trades executed on such exchanges on an average price basis regardless of whether the exchanges have average price systems of their own. Average prices that are not calculated by an exchange system will be calculated by MFUSA or its correspondent clearing brokers. In either case, trades that are confirmed to you at average prices will be designated as such on your daily and monthly account statements.

FOREIGN CUSTOMER AGENT DESIGNATION

***Applicable to Foreign Traders and Foreign Brokers***

The Commodity Futures Trading Commission (“CFTC”), the United States government agency which regulates futures trading, has adopted a regulation (17 C.F.R. 15.05) which provides that if you are a foreign broker, a customer of a foreign broker or a foreign trader, you must have an agent in the United States to accept delivery and service of any communication directed to you from the CFTC.

Upon receipt of any such communication your agent must immediately forward the communication to you. According to this Regulation, service or delivery of any such communication to your agent constitutes valid and effective service or delivery to you. However, any reply you may be required to make to the CFTC is to be made directly to the CFTC, not through your agent. This Regulation is intended to apply only to CFTC communications, not those of other federal agencies.

Under the terms of the law, unless you designate an alternate agent located within the United States, Macquarie Futures USA LLC (“MFUSA”) is deemed to be your agent for CFTC communications when they relate to transactions executed for your commodity futures trading account with MFUSA. As your agent, MFUSA is required to accept and forward any such communication to you.

If you wish to designate another agent for this purpose, you must execute an agency agreement with a person or entity located in the United States. The agreement must authorize that person or entity to accept delivery and service of all CFTC communications directed to you and must also specify an address in the United States where the agent will accept delivery and service of communications for the CFTC. This agreement must be sent to MFUSA to be filed with the CFTC by MFUSA. MFUSA will presume you do not wish to designate some other person or entity as your agent for purposes of the Regulation, if you fail to provide MFUSA with this and other required documents. As stated above, MFUSA will be deemed to be your agent for the purpose of the Regulation, unless MFUSA has filed an agency agreement for you.



UNIFORM NOTIFICATION REGARDING ACCESS TO MARKET DATA

As a market user you may obtain access to Market Data available through an electronic trading system, software or device that is provided or made available to you by a broker or an affiliate of such. Market Data may include, with respect to products of an exchange ("Exchange") or the products of third party participating exchanges that are traded on or through the Exchange’s electronic trading platform ("Participating Exchange"), but is not limited to, "real time" or delayed market prices, opening and closing prices and ranges, high-low prices, settlement prices, estimated and actual volume information, bids or offers and the applicable sizes and numbers of such bids or offers.

You are hereby notified that Market Data constitutes valuable confidential information that is the exclusive proprietary property of the applicable exchange, and is not within the public domain. Such Market Data may only be used for your firm’s internal use. You may not, without the written authorization of the applicable exchange, redistribute, sell, license, retransmit or otherwise provide Market Data, internally or externally and in any format by electronic or other means, including, but not limited to the Internet. Further, you may not, without the written authorization of the applicable exchange, use Exchange Market Data for purposes of determining any price, including any settlement price, for any

futures product, options on futures product, or other derivatives instrument traded on any exchange other than an Exchange or a Participating Exchange; or in constructing or calculating the value of any index or indexed product. Additionally, you agree you will not, and will not permit any other individual or entity to, (i) use Exchange Market Data in any way so as to compete with an Exchange or to assist or allow a third party to compete with an Exchange; or (ii) use that portion of Exchange Market Data which relates to any product of a Participating Exchange in any way so as to compete with that Participating Exchange or to assist or allow a third party to compete with such Participating Exchange.

You must provide upon request of the broker through which your firm has obtained access to Market Data, or the applicable exchange, information demonstrating your firm’s use of the Market Data in accordance with this Notification. Each applicable exchange reserves the right to terminate a market user’s access to Market Data for any reason. You also agree that you will cooperate with an exchange and permit an exchange reasonable access to your premises should an exchange wish to conduct an audit or review connected to the distribution of Market Data.

NEITHER AN EXCHANGE, NOR ANY PARTICIPATING EXCHANGE, NOR THE BROKER, NOR THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THE DESIGNATED MARKET DATA, MARKET INFORMATION OR OTHER INFORMATION FURNISHED NOR THAT THE MARKET DATA HAVE BEEN VERIFIED. YOU AGREE THAT THE MARKET DATA AND OTHER INFORMATION PROVIDED IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY OR COMMODITY.

NEITHER AN EXCHANGE, NOR ANY PARTICIPATING EXCHANGE, NOR THE BROKER NOR THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BE LIABLE TO YOU OR TO ANY OTHER PERSON, FIRM OR CORPORATION WHATSOEVER FOR ANY LOSSES, DAMAGES, CLAIMS, PENALTIES, COSTS OR EXPENSES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING TO THE MARKET DATA IN ANY WAY, INCLUDING BUT NOT LIMITED TO ANY DELAY, INACCURACIES, ERRORS OR OMISSIONS IN THE MARKET DATA OR IN THE TRANSMISSION THEREOF OR FOR.

NON-PERFORMANCE, DISCONTINUANCE, TERMINATION OR INTERRUPTION OF SERVICE OR FOR ANY DAMAGES ARISING THEREFROM OR OCCASIONED THEREBY, DUE TO ANY CAUSE WHATSOEVER, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, NEITHER AN EXCHANGE, NOR ANY PARTICIPATING EXCHANGE, NOR THE BROKER, NOR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE IN ANY EVENT, INCLUDING THEIR OWN NEGLIGENCE, BEYOND THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE AMOUNT OF THE MONTHLY FEE PAID BY YOU TO BROKER, WHICHEVER IS LESS. YOU AGREE THAT NEITHER AN EXCHANGE, NOR ANY PARTICIPATING EXCHANGE, NOR THE BROKER NOR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BE LIABLE TO YOU OR TO ANY OTHER PERSON, FIRM OR CORPORATION WHATSOEVER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, OR COSTS OF LOST OR DAMAGED DATA.



NOTICE TO ONTARIO-BASED CLIENTS

Macquarie Futures USA LLC (“MFUSA”) is not registered in Ontario to trade, as principal or agent, commodity futures contracts or commodity futures options that trade on one or more organized exchanges located outside of Canada and are cleared through one or more clearing corporations located outside of Canada. MFUSA’s head office located in New York, New York, United States of America.

All or substantially all of MFUSA’s assets may be situated outside of Canada. As a result of the foregoing, there may be difficulty enforcing legal rights against MFUSA. The name and address of MFUSA’s agent for service of process in Ontario is:

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9

Canada



NOTICE TO URUGUAY-BASED CLIENTS

No transaction conducted in connection with this agreement constitutes a public offering. Neither this agreement, nor any transaction relating hereto has been registered with the Central Bank of Uruguay.



NOTICE TO BRITISH COLUMBIA-BASED CLIENTS

Macquarie Futures USA LLC (“MFUSA”) is not registered under the Securities Act (British Columbia) (the “Act”) and, accordingly, the protection available to clients of a dealer registered under the Act will not be available to clients of MFUSA. MFUSA’s head office is located in New York, NY, United States. There may be difficulty in enforcing any legal rights against MFUSA or any of its directors, officers or employees because they are resident outside of Canada and all or substantially all of their assets are situated outside of Canada. The name and address of the agent for service in British Columbia is:

Blakes Vancouver Services Inc. 595 Burrard Street, P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver, BC V7X 1L3



NOTICE TO ALBERTA-BASED CLIENTS

The Alberta Securities Commission (the “Commission”) has granted Macquarie Futures USA LLC (“MFUSA”) an order (the “Order”) under section 144(1) of the Securities Act (Alberta) (the “Act”) exempting MFUSA from the dealer registration requirement of section 75(1)(a) of the Act in respect of its provision of trading services for futures contracts and options on futures contracts with respect to equity index, interest rate, foreign exchange, bond, energy, agricultural and other commodity products to clients in Alberta, each of which is a “qualified party” as defined in Commission Blanket Order 91-507 Over-the-Counter Trades in Derivatives. Pursuant to the Order, MFUSA hereby notifies you that:

a) there may be difficulty in enforcing any legal rights against MFUSA or any of its directors, officers, employees or agents because they are resident outside Alberta, and all or substantially all of their assets are situated outside of Alberta;

b) MFUSA is not registered under the Act and, accordingly, the protection available to clients of a dealer registered under the Act will not be available to clients of MFUSA;

c) the name and address of MFUSA’s agent for service in Alberta is: 152928 Canada Inc., c/o Stikeman Elliot LLP, 4300 Bankers Hall, 888 3rd Street S.W., Calgary, Alberta T2P 5C5; and

d) you must review the Risk Disclosure Statement for Futures and Options on pages 3-6 hereof and sign the acknowledgment below.

ACKNOWLEDGMENT

I acknowledge having received and understood the Risk Disclosure Statement for Futures and Options including the Additional Risks Common to Futures and Options dated prior to the opening of my account with Macquarie Futures USA LLC.

Dated: ___________________

Account No.: _________________

Customer’s Signature



CANADIAN PERMITTED CLIENT CERTIFICATE

Permitted Client Certificate

The undersigned client understands that in order to conduct business with you, we must be classified as a “Permitted Client” for an exempt international adviser pursuant to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Obligations.

By signing this certificate, the undersigned client confirms that it is classified as a Permitted Client, by virtue of satisfying the criterion indicated in Appendix 1 to this certificate, and acknowledges that you will be relying upon this confirmation. We agree to notify you in writing if we should cease at any time to be a Permitted Client.

The undersigned client is resident in or is subject to the laws of the Province or Territory of (check one):

Alberta British Columbia Manitoba

New Brunswick Newfoundland and Labrador Northwest Territories

Nova Scotia Nunavut Ontario

Prince Edward Island Québec Saskatchewan

Yukon

CLIENT:

SIGNED:

DATE:



Appendix 1

“Permitted Client” means any of the following:

(Please check applicable category)

(All underlined words have the meanings set forth in Appendix 2.)

(a) a Canadian financial institution or an authorized foreign bank named in Schedule III of the Bank Act (Canada);

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

(c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;

(d) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;

(e) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d);

(f) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(g) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(h) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

(i) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;

(j) a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

(k) an investment fund if one or both of the following apply:

i. the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

ii. the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;



(l) a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

(m) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;

(n) a person or company that is entirely owned by an individual or individuals referred to in paragraph (q), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

(o) a person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements;

(p) a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (o).



Appendix 2

Definitions

“Canadian financial institution” means

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“eligibility adviser” means

(a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

(ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

“control person” means any person that holds or is one of a combination of persons that holds

(a) a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

(b) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;

“executive officer” means, for an issuer, an individual who is

(a) a chair, vice-chair or president,

(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production,

(c) an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or

(d) performing a policy-making function in respect of the issuer;

“founder” means, in respect of an issuer, a person who,

(a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(b) at the time of the trade is actively involved in the business of the issuer;

“financial assets” means

(a) cash,

(b) securities, or



(c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital corporation and a venture capital corporation as provided in National Instrument 81-106 Investment Fund Continuous Disclosure;

“managed account” means an account of a client for which a person or company makes the investment decisions if that person or company has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;

“person” includes

(a) an individual,

(b) a corporation,

(c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d) an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

“related liabilities” means

(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(b) liabilities that are secured by financial assets;

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Affiliated Entities, Control and Subsidiaries

1. A person or company is deemed to be an affiliate of another person or company if one is a subsidiary of the other, or if both are subsidiaries of the same person or company, or if each of them is controlled by the same person or company.

2. A person or company is deemed to be controlled by another person or company, or by two or more persons or companies, if

(a) the first person or company, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person or company carrying votes which, if exercised, would entitle the first person or company to elect a majority of the directors of the second person or company, unless that first person or company holds the voting securities only to secure an obligation,

(c) the second person or company is a partnership, other than a limited partnership, and the first person or company holds more than 50% of the interests of the partnership, or

(c) the second person or company is a limited partnership and the general partner of the limited partnership is the first person or company.

3. A person or company is considered to be a subsidiary entity of another person or company if

(a) it is controlled by,

(i) that other, or

(ii) that other and one or more persons or companies each of which is controlled by that other, or

(iii) two or more persons or companies, each of which is controlled by that other; or

(b) it is a subsidiary entity of a person or company that is the other’s subsidiary entity.



DISCLOSURE FOR BRITISH COLUMBIA-BASED CLIENTS: BC FORM 91-903F

CONTENTS OF FORM The Risk Disclosure Statement (Exchange Contracts) must contain the following statements: "Risk Disclosure Statement for Futures and Options This brief statement does not disclose all of the risks and other significant aspects of trading in futures and options. In light of the risks, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the extent of your exposure to risk. Trading in futures and options is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances. Futures

1. Effect of "Leverage" or "Gearing" Transactions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract so that transactions are "leveraged" or "geared". A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit: this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for any resulting deficit.

2. Risk-reducing Orders or Strategies The placing of certain orders (e.g. "stop-loss" order, where permitted under local law, or "stop-limit" orders) which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Strategies using combinations of positions, such as "spread" and "straddle" positions may be as risky as taking simple "long" or "short" positions.

Options

3. Variable Degree of Risk Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.


Selling ("writing" or "granting") an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a future, the seller will acquire a position in a future with associated liabilities for margin



(see the section on Futures above). If the option is "covered" by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited.


Additional Risks Common to Futures and Options

4. Terms and Conditions of Contracts You should ask the firm with which you deal about the terms and conditions of the specific futures or options which you are trading and associated obligations (e.g., the circumstances under which you may become obligated to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.

5. Suspension or Restriction of Trading and Pricing Relationships

Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or "circuit breakers") may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the risk of loss.

Further, normal pricing relationships between the underlying interest and the future, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge "fair" value.

6. Deposited Cash and Property

You should familiarize yourself with the protections accorded money or other property you deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be prorated in the same manner as cash for purposes of distribution in the event of a shortfall.

7. Commission and Other Charges


8. Transactions in Other Jurisdictions

Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade you should enquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask the firm with which you deal for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade.

9. Currency Risks


10. Trading Facilities




11. Electronic Trading Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all. Your ability to recover certain losses which are particularly attributable to trading on a market using an electronic trading system may be limited to less than the amount of your total loss.

12. Off-exchange Transactions

In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off- exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules."



DISCLOSURE FOR CLEARED SWAPS CUSTOMERS

DISCLOSURE FOR CLEARED SWAPS CUSTOMERS

Default of a Non-Clearing Futures Commission Merchant

Macquarie Futures USA LLC (“MFUSA”) may not be a clearing member of the derivatives clearing organization that you have selected to clear the Cleared Swaps that you may enter into. In such circumstances, MFUSA will enter into an agreement with a clearing member of such derivatives clearing organization that is registered with the CFTC as a futures commission merchant (“Clearing Broker”), pursuant to which MFUSA will maintain an omnibus account of behalf of all of its Cleared Swaps Customers (“Omnibus Account”).

In compliance with CFTC Rule 22.16, we are advising you that, in the event of MFUSA’s default, the agreement between the Clearing Broker and MFUSA provides that Clearing Broker, in its sole discretion, may terminate, liquidate and/or accelerate any and all Cleared Swaps, close out the Omnibus Account or any open positions of MFUSA in whole or in part, cancel any or all pending orders, and/or terminate MFUSA’s right to trade in the Omnibus Account. Further, the Clearing Broker may, but is not required to, transfer all non-defaulting customer positions to another futures commission merchant. Any such action that Clearing Broker may take will be in accordance with Applicable Law, including but not limited to the CFTC’s rules governing the protection of Cleared Swaps Customer Collateral. Therefore, in the event MFUSA’s default is caused by the default of one or more customers that are part of the Omnibus Account, Clearing Broker may not use the funds of non-defaulting customers to satisfy the obligations of the defaulting customers.

Default of a Clearing Futures Commission Merchant

Each derivatives clearing organization is required to have rules that govern the use of Cleared Swaps Customer Collateral, and the transfer, neutralization of risks, and liquidation of Cleared Swaps in the event of a default by a clearing futures commission merchant relating to a Cleared Swaps Customer Account.

In further compliance with CFTC Rule 22.16 (17 CFR 22.16), we are providing you with the URL links to the rules of the relevant derivatives clearing organizations. Please note that such rules and the URL links are susceptible to change. If you encounter difficulty accessing these rules, please contact your MFUSA Representative for an updated URL link.

http://www.cmegroup.com/rulebook/CME/index.html

https://www.theice.com/publicdocs/clear_credit/ICE_Clear_Credit_Rules.pdf

http://www.lch.com/rules_and_regulations/ltd/default.asp

THE INCLUSION OF A DERIVATIVES CLEARING ORGANIZATION ON THIS LIST DOES NOT MEAN THAT YOUR ACCOUNT IS ELIGIBLE TO CLEAR ANY OR ALL PRODUCTS ON THAT DERIVATIVES CLEARING ORGANIZATION. SHOULD YOU REQUIRE ADDITIONAL INFORMATION OR HAVE ANY QUESTIONS CONCERNING THE ABOVE, PLEASE CONTACT YOUR MFUSA REPRESENTATIVE.



CLEARED DERIVATIVES TRANSACTION ADDENDUM

ADDENDUM CLEARED DERIVATIVES TRANSACTIONS This Cleared Derivatives Addendum (the “Cleared Derivatives Addendum”), which includes the schedule (the “Schedule”), is dated as of the date specified in the Schedule hereto, supplements the Customer Agreement (“Agreement”) between the clearing member (“Clearing Member”) and the customer (“Customer”), each as identified in the Schedule hereto and, except as the parties may otherwise agree in writing, supersedes any prior addendum to the Agreement between the parties with respect to Cleared Derivatives Transactions.

1. Interpretation.

(a) Cleared Derivatives Transactions. Customer acknowledges and agrees that, except as provided below, this Cleared Derivatives Addendum shall apply to all swaps, forwards, options or similar transactions that are (i) entered into by Customer in the over-the-counter market, or (ii) executed or traded by Customer on or subject to the rules or protocols of any multilateral or other trading facility, system or platform, including any communication network or auction facility, permitted under Applicable Law (each, an “Execution Facility”) or any designated contract market, and, in the case of either (i) or (ii), subsequently submitted to and accepted for clearing at a clearing organization, including but not limited to, a derivatives clearing organization registered as such under the Commodity Exchange Act (“CEA”) (each, a “Clearing Organization”) (collectively, “Cleared Derivatives Transactions”) and carried in the Account. Cleared Derivatives Transactions under this Cleared Derivatives Addendum shall not include futures contracts and options on futures contracts executed on or subject to the rules of a U.S. designated contract market subject to regulation by the Commodity Futures Trading Commission (“CFTC”) (including derivatives transactions entered into over-the-counter and cleared as futures or options on futures contracts) or on a foreign board of trade subject to regulation in its home jurisdiction. Except as otherwise specifically provided in this Cleared Derivatives Addendum or Customer’s transaction confirmations, Cleared Derivatives Transactions shall be deemed for all purposes of the Agreement to be “Contracts,” “Futures,” “Futures Contracts” or such other defined term used in the Agreement to refer to the products covered thereby (such Contracts, Futures, Futures Contracts or such other term, and including without limitation Cleared Derivatives Transactions, hereinafter, “Contracts”).

(b) Definitions. Unless otherwise specified in this Cleared Derivatives Addendum, all capitalized terms used herein shall have the meanings defined in the Agreement.

2. Representations, Warranties and Covenants. In addition to the representations, warranties and covenants made by Customer

in the Agreement, at the time of entering into this Cleared Derivatives Addendum and again upon each date on which a Cleared Derivatives Transaction is submitted to and accepted for clearing and settlement as a Cleared Derivatives Transaction in accordance with this Cleared Derivatives Addendum:

(a) Clearing Member Representations, Warranties and Covenants. Clearing Member represents, warrants and covenants to Customer that:

(i) Due Authorization. Clearing Member is, and for so long as it is responsible for Cleared Derivatives Transactions thereon will remain, a clearing member of each applicable Clearing Organization and authorized to clear Cleared Derivatives Transactions. Clearing Member is duly registered with the CFTC as a futures commission merchant under the CEA.

(ii) No Violation. Clearing Member is not subject to any order, judgment or decree of any court of competent jurisdiction preventing Clearing Member from engaging in or continuing to engage in clearing and settlement of Cleared Derivatives Transactions.



(iii) Qualifications. Clearing Member is not suspended or expelled from membership in the applicable Clearing Organization or any U.S. futures self-regulatory organization.

(iv) Customer Collateral. Clearing Member shall maintain and treat all collateral deposited by Customer to

margin Cleared Derivatives Transactions in accordance with Applicable Law.

(v) Clearing Member Payee Representations. Clearing Member (or, in the case of a Clearing Member that is a disregarded entity for United States federal income tax purposes, its owner) agrees that each representation specified in the Schedule as being made by it for the purpose of Section 2(a)(v) of this Cleared Derivatives Addendum is accurate and true. Clearing Member will give notice if this representation fails to be accurate and true promptly upon learning of such failure. Such notice will include the new Clearing Member Payee Tax representations and Clearing Member Tax Documents as Clearing Member agrees are accurate and true. Upon delivery of such a notice, the prior Clearing Member Payee Tax representations and Clearing Member Tax Documents are deemed amended as set forth in such notice. The prior Clearing Member Payee Tax representations and Clearing Member Tax Documents shall remain in effect until the date specified in such notice for the purposes of outstanding Cleared Derivatives Transactions.

(b) Customer Representations, Warranties and Covenants. Customer represents, warrants and covenants to Clearing

Member that: (i) Eligible Participant. Customer is, and at the time it enters into any Cleared Derivatives Transaction it will be,

as applicable with respect to such Cleared Derivatives Transaction, an “eligible contract participant” as defined in the CEA, or, if on or prior to December 31, 2012, an “eligible swap participant” as defined in CFTC Rule 35.1 as in effect prior to December 31, 2011.

(ii) Due Authorization. Prior to submitting a Cleared Derivatives Transaction for clearing and settlement through Customer’s Account with Clearing Member, Customer will have obtained any approval, authorization, license or permit required by Applicable Law to perform its obligations under this Cleared Derivatives Addendum. Customer will ensure that any such approval, authorization, license or permit remains valid and in force to the extent required under Applicable Law at any time Customer enters into any Cleared Derivatives Transactions or maintains any open Cleared Derivatives Transactions.

(iii) Relationship Between the Parties. Customer is acting for its own account, and has made its own

independent decisions to enter into the Cleared Derivatives Transactions and submit such Cleared Derivatives Transactions for clearing and settlement through Customer’s Account with Clearing Member, based upon its own judgment and upon advice from such advisers as it has deemed necessary, as to whether such action is appropriate or proper. It is not relying on any communication (written or oral) of Clearing Member as investment advice or as a recommendation to enter into and clear the Cleared Derivatives Transactions. Customer is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of entering into and submitting the Cleared Derivatives Transactions for clearing and settlement in accordance with this Cleared Derivatives Addendum, including, but not limited to, the risk that: (1) the regulations applicable to Cleared Derivatives Transactions, including the rules, regulations and procedures of the applicable Clearing Organization and each Execution Facility or designated contract market, if any, that Customer uses in connection with Cleared Derivatives Transactions, may differ from the regulations applicable to the execution and clearing of futures contracts; and (2) such Cleared Derivatives Transactions may not be afforded the same legal and regulatory treatment as may be afforded the execution and clearing of futures contracts. Clearing Member is not acting as a fiduciary for or an adviser to Customer in respect of the Cleared Derivatives Transactions.

(iv) Customer Payee Representations. Customer agrees that each representation specified in the Schedule as being made by it for the purpose of Section 2(b)(iv) of this Cleared Derivatives Addendum is accurate and true. Customer will give notice if this representation fails to be accurate and true promptly upon learning of such failure. Such notice will include the new Customer Payee Tax representations and Customer Tax Documents as Customer agrees are accurate and true. Upon delivery of such a notice, the prior Customer Payee Tax representations and Customer Tax Documents are deemed amended as set forth in such notice.



The prior Customer Payee Tax representations and Customer Tax Documents shall remain in effect until the date specified in such notice for the purposes of outstanding Cleared Derivatives Transactions.

3. Applicable Law; Other Agreements. Customer acknowledges and agrees that Cleared Derivatives Transactions are governed

by the rules of the relevant Execution Facility, designated contract market, if any, and Clearing Organization, all of which shall be deemed to be Applicable Law, and by the terms and conditions of any user agreement or other agreement with any Execution Facility, designated contract market, if any, or Clearing Organization that Customer enters into in order to transact or clear Cleared Derivatives Transactions. Customer further acknowledges and agrees that Clearing Member is acting hereunder in reliance on Customer having obtained such authorizations and approvals, and having entered into such agreements, as are necessary to perform Customer’s obligations under this Cleared Derivatives Addendum.

4. Transactions Not Accepted for Clearing. Except as the parties may otherwise agree in writing, either at or prior to the time the relevant transaction is entered into, if a Clearing Organization does not accept a transaction submitted for clearing, Clearing Member shall have no further rights or obligations hereunder with respect to such transaction.

5. Limitation of Liability. Except as the parties may otherwise agree in writing, Customer understands and agrees that Clearing Member is not responsible for the performance or non-performance by any Clearing Organization with respect to any transaction or any electronic or other system, whether offered by Clearing Member or otherwise, that Customer employs to enter into any transaction. Further, Clearing Member is not a party to any agreement between Customer and any Execution Facility, designated contract market, if any, or Clearing Organization. Clearing Member specifically disclaims all liability for any loss, cost or damage of any type or nature arising from or relating to Customer’s use of any system or device furnished by any Execution Facility or designated contract market, if any, for transactions, unless directly caused by Clearing Member’s gross negligence or willful misconduct. Without limiting the foregoing, no party to this Cleared Derivatives Addendum shall be required to pay or be liable to any other party for any consequential, indirect or punitive damages, opportunity costs or lost profits (whether or not arising from its negligence, gross negligence or willful misconduct).

6. Transfer of Positions. Except as the parties may otherwise agree in writing or as Applicable Law may hereafter specifically require, upon receipt of a written instruction from Customer containing the information required by National Futures Association Compliance Rule 2-27, as amended, supplemented or interpreted from time to time, or any analogous rule adopted by the National Futures Association intended to apply to Cleared Derivatives Transactions (the “Portability Rule”), Clearing Member, consistent with the requirements of the Portability Rule, shall transfer Customer’s Account, or such portion thereof as Customer shall direct (regardless of whether the Portability Rule is applicable), provided, however, that Clearing Member shall not be required to transfer all or any portion of Customer’s Account if there has been, and is continuing, a Liquidation Event (as defined in Section 7 of this Cleared Derivatives Addendum).

7. Liquidation Events.

(a) In the case of any default, event of default or other condition or event (however described) that, under the terms of the Agreement, gives rise to any right of Clearing Member to terminate, liquidate and/or accelerate any and all Contracts (a “Liquidation Event”) or a Tax Liquidation Event (as defined in Section 8), Clearing Member may by notice to Customer designate a day not earlier than (x) with respect to any Liquidation Event and all open Cleared Derivatives Transactions, the date such notice is effective, and (y) with respect to a Tax Liquidation Event and the Affected Transaction(s) that are subject to termination in accordance with Section 8(d), a date that is not earlier than thirty (30) days from the effective date of the written notice to Customer of the occurrence of such Tax Liquidation Event, (any such date referred to in (x) or (y) immediately above, a “Liquidation Date”). On or as soon as commercially reasonable following the designation of a Liquidation Date, Clearing Member will, acting in good faith and in a commercially reasonable manner:

(i) cause the liquidation and termination of all such Cleared Derivatives Transactions; (A) Clearing Member shall be entitled to effect such liquidation and termination by:

a) entering into transactions that offset such Cleared Derivatives Transactions; and/or

b) transferring such Cleared Derivatives Transactions to the Clearing Member’s proprietary account (and terminating the Cleared Derivatives Transactions in Customer’s Account) and/or terminating such Cleared Derivatives Transactions and entering into cleared



derivatives transactions in Clearing Member’s proprietary account that are on the same terms as such Cleared Derivatives Transactions (such transferred or new cleared derivatives transactions, “Replicated Transactions”).

(ii) determine amounts owing on account of such liquidation and termination;

(A) Clearing Member will determine amounts owing on account of such liquidation and termination by entering into transactions that offset Cleared Derivatives Transactions or that offset Replicated Transactions (“Offsetting Transactions”).

(B) In the event that such Offsetting Transactions with regard to one or more open Cleared Derivatives Transactions or Replicated Transactions cannot be executed or would not (in the reasonable belief of Clearing Member) produce a commercially reasonable result, Clearing Member shall be entitled to, acting in good faith and in a commercially reasonable manner, enter into any transactions not prohibited by Applicable Law that (in the reasonable belief of Clearing Member) temporarily reduce the economic risk with respect to such open Cleared Derivatives Transactions or Replicated Transactions (“Risk Reducing Transactions”, and collectively with Cleared Derivatives Transactions, Offsetting Transactions, and Replicated Transactions, “Transactions

(C) Offsetting Transactions and Risk Reducing Transactions may include transactions with Clearing

Member or Clearing Member’s affiliates to the extent that such transactions are executed at an arm’s length basis and in good faith and in a commercially reasonable manner. Offsetting Transactions and Risk Reducing Transactions may be entered into by the Clearing Member acting as principal and/or as agent; provided, however, that with respect to Customers subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As soon as commercially reasonable following the entry into any Risk Reducing Transactions, Clearing Member will cause the liquidation and termination of any such Risk Reducing Transactions and enter into Offsetting Transactions.

(iii) calculate the amount, if any, payable with respect to the establishment and termination of any Transactions,

in accordance with Sections 7(a)(i) and (ii) above (“Termination Amount”) or Section 4975 of the Internal Revenue Code, Replicated Transactions, Offsetting Transactions and Risk Reducing Transactions may be entered into only to the extent that such transactions are not prohibited thereunder. For the avoidance of doubt, (A) any Offsetting Transaction entered into hereunder by Clearing Member that, within the meaning of the applicable Clearing Organization rules, regulations or procedures offsets a prior Cleared Derivatives Transaction in the Account, and (B) any Replicated Transaction entered into hereunder by Clearing Member in respect of a prior Cleared Derivatives Transaction in the Account shall, in accordance with applicable Clearing Organization rules, regulations and procedures, be deemed pro tanto a liquidation and termination of the original Cleared Derivatives Transaction and, accordingly, a reduction in the Account’s open position in the relevant Contract. Upon the liquidation and termination of an open Cleared Derivatives Transaction, Clearing Member shall possess no further rights and be under no further liability with respect thereto (except for any rights and liabilities otherwise described in this Section 7). ”).

(b) Subject to Section 7(f), the Termination Amount will be an amount equal to the sum of: (i) the sum of (1) the aggregate amount of trading losses and transaction costs (expressed as a positive

number), and (2) any trading gains (expressed as a negative number), in each case that are incurred by Clearing Member in entering into Offsetting Transactions and, if applicable, entering into and terminating Risk Reducing Transactions (in each case taking into account, without duplication, all relevant upfront fees in connection therewith), and, if applicable, any transaction costs incurred by Clearing Member in connection with Replicated Transactions;

(ii) without duplication of amounts determined under Section 7(b)(i) above, with respect to each Cleared Derivatives Transaction and each Risk Reducing Transaction to which Customer is a party, the sum of (1) all amounts that became due to Clearing Member from Customer on or prior to the date on which an Offsetting Transaction was entered into in respect of such Cleared Derivatives Transaction or the effective



date of termination of such Risk Reducing Transaction, as applicable (the “Closeout Date”) and which remain unpaid as of the Closeout Date (expressed as a positive number), and (2) all amounts that become due to Customer from Clearing Member on or prior to the Closeout Date and which remain unpaid as of such Closeout Date (expressed as a negative number);

(iii) without duplication of amounts determined under Sections 7(b)(i) and (ii) above, the sum of (1) (A) all

amounts that were paid by Clearing Member to a Clearing Organization or another counterparty with respect to each Replicated Transaction and each Risk Reducing Transaction to which Customer is not a party, if any, and (B) all amounts that became due from Clearing Member to a Clearing Organization or another counterparty with respect to each Replicated Transaction and each such Risk Reducing Transaction, if any, from and after the date entered into and on or prior to the effective date of termination of such Replicated Transaction or Risk Reducing Transaction and which remain unpaid as of such date of termination (such amounts to be expressed as a positive number), and (2) (A) all amounts that were paid to Clearing Member by a Clearing Organization or another counterparty with respect to each Replicated Transaction and each Risk Reducing Transaction to which Customer is not a party, if any, and (B) all amounts that became due to Clearing Member from a Clearing Organization or another counterparty with respect to each Replicated Transaction and each such Risk Reducing Transaction, if any, from and after the date entered into and on or prior to the effective date of termination of such Replicated Transaction or Risk Reducing Transaction and which remain unpaid as of such date of termination (such amounts to be expressed as a negative number); and ”) and which remain unpaid as of the Closeout Date (expressed as a positive number), and (2) all amounts that became due to Customer from Clearing Member on or prior to the Closeout Date and which remain unpaid as of such Closeout Date (expressed as a negative number);

(iv) any and all reasonable out-of-pocket expenses, penalties, fines and taxes that Clearing Member incurs, including reasonable attorneys’ fees, in connection with the exercise of its remedies under this Section 7 (expressed as a positive number).

(c) Subject to Sections 7(d) and 7(e) below, and except as the parties have otherwise agreed:

(i) if the Termination Amount is a positive number, Customer will pay such Termination Amount to Clearing Member; or

(ii) if the Termination Amount is a negative number, Clearing Member will pay the absolute value of such Termination Amount to Customer.

The Termination Amount in respect of a Liquidation Date will, together with any amount of interest payable pursuant to Sections 7(h) or 7(i) below, be due and payable on the day on which notice of such amount payable is effective; provided, however, that, if, in the event of a Liquidation Event, Contracts other than Cleared Derivatives Transactions subject to liquidation by the Clearing Member in accordance with the Agreement at or about the same time as Cleared Derivatives Transactions are being terminated pursuant to this Section 7, subsections (d) and (e) below will be inapplicable and the Termination Amount will instead be included in the determination of the amount due in respect of the liquidation of open Contracts under the Agreement, and the Clearing Member shall be entitled to exercise any rights set forth in the Agreement or any other agreements between the parties in respect thereof.

(d) Upon calculation of the Termination Amount, and except as otherwise provided in the Agreement, Clearing Member

will be entitled to: (i) sell or otherwise dispose of or realize (and set off or apply the realized liquidation value of) any or all of the

Customer’s non-cash balances not otherwise required to be held in the Account pursuant to Applicable Law or pursuant to the Agreement with respect to such terminated Transactions by Clearing Member, and apply the proceeds thereof to any Termination Amount owed by Customer to Clearing Member;

(ii) (A) sell or otherwise dispose of or realize (and set off or apply the realized liquidation value of) any

Credit Support transferred by Customer in respect of Transactions against any Termination Amount owed by Customer to Clearing Member; and (B) apply or set off any Credit Support (or



the value thereof) transferred to Customer in respect of Transactions against any Termination Amount owed to Customer;

(iii) set off or apply any of Customer’s cash balances not otherwise required to be held in the Account pursuant

to Applicable Law or pursuant to the Agreement with respect to such terminated Transactions by Clearing Member to any Termination Amount owed by Customer to Clearing Member;

(iv) take such other or further actions as Clearing Member, in good faith and in a commercially reasonable manner, determines necessary or appropriate for the protection of its rights hereunder to the fullest extent permitted under Applicable Law.

For purposes of this Section 7(d), “Credit Support” means collateral or margin (including any income paid or payable with respect to such collateral or margin) that has been transferred to or received by a party to this Addendum as security or to provide setoff or netting rights (whether used to secure or provide setoff or netting rights with respect to current exposure or otherwise, but not as a payment of gains or losses that results in a repricing or restriking of a Transaction) and not subsequently returned by that party to the other party to this Addendum. This Addendum is not intended to affect the characterization of Credit Support for purposes other than the mechanics of this Section 7.

(e) Except as otherwise provided in the Agreement, as soon as reasonably practicable following satisfaction in full of

Customer’s obligations and liabilities to Clearing Member under the Cleared Derivatives Addendum, Clearing Member will return to Customer any Customer margin or balances recorded in the Account by Clearing Member with respect to such terminated Transactions and remaining after the liquidation, setoff and/or application under Section 7(d) above. Each party will remain liable for amounts, if any, remaining unpaid by it after any liquidation, setoff and/or application under Section 7(d).

(f) No amounts that would otherwise be expressed as a negative number in Section 7(b) that are due from a Clearing Organization shall be taken into account in determining the Termination Amount, unless such amounts have been Paid to Clearing Member before calculation of the Termination Amount. If any such amounts are Paid by a Clearing Organization to Clearing Member after the calculation of the Termination Amount, then Clearing Member shall, promptly after any receipt thereof, net and offset such amounts against, and reduce, the amount of any claim against Customer that remains unpaid at such time and pay all such amounts that are not so netted or offset to Customer, subject to any other available rights of offset.

For purposes of this Section 7(f), “Paid” means satisfied or discharged through the receipt of funds or the exercise of any right of setoff or netting.

(g) Customer appoints Clearing Member as Customer’s attorney-in-fact to sign, complete, and deliver any and all

documents necessary or appropriate to enter into Transactions in accordance with this Section 7 and to take such other steps incidental to or necessary for Clearing Member to enter into such Transactions.

(h) If Customer defaults in the performance of any payment obligation, Customer will, to the extent permitted by law, be required to pay interest (before as well as after judgment) on the overdue amount to Clearing Member on demand in the same currency as such overdue amount, for the period from (and including) the original due date for such payment to (but excluding) the date of actual payment, at the rate agreed by the parties from time to time. If Customer defaults in the performance of any obligation required to be settled by delivery, it will compensate Clearing Member on demand if, and to the extent provided for in the terms of the relevant Transaction or elsewhere in the Agreement.

(i) Subject to any applicable limitation of liability provisions (howsoever described) in the Agreement, Clearing Member

will, to the extent permitted by Applicable Law, be required to pay interest on the overdue amount to Customer on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the rate agreed by the parties from time to time.



(j) For the avoidance of doubt, Sections 7(h) and 7(i) will apply solely with respect to obligations arising under this

Section 7, and will not apply to interest payable by Customer on debit balances or by Clearing Member on equity balances in the Account in the ordinary course, which will be at the rate agreed by the parties from time to time.

(k) On or as soon as reasonably practicable following the actions described in this Section 7, Clearing Member will

provide to Customer a statement:

(i) showing, in reasonable detail, the calculation of the Termination Amount (including the details of all Offsetting Transactions and any Risk Reducing Transactions, realized gains and losses on such transactions, and any other data or information used in making such calculation);

(ii) specifying any Termination Amount payable; and

(iii) giving details of the relevant account to which any amount payable to Clearing Member is to be paid.

(l) Nothing in this Section 7 is intended to limit or restrict any right that Clearing Member may have under this Cleared Derivatives Addendum or any other agreement or Applicable Law to set-off any sum or obligation (whether or not arising under this Cleared Derivatives Addendum) payable to Customer by Clearing Member or any affiliate of Clearing Member against any sum or obligation (whether or not arising under this Cleared Derivatives Addendum) payable to Clearing Member or any affiliate of Clearing Member by Customer.

(m) Without limiting the liability of Clearing Member hereunder, Clearing Member may take advice from agents and affiliates regarding Clearing Member’s exercise of rights and remedies under this Cleared Derivatives Addendum and may delegate to an agent or affiliate the exercise of such rights and remedies.

8. Tax Provisions.

(a) Additional Amounts. Notwithstanding any provision of any Contract or agreement to the contrary:

(i) As of the date hereof, (A) neither Clearing Member nor Customer expects to deduct or withhold any tax, duty, fee, levy or charge that is imposed by any taxing authority in connection with any Cleared Derivatives Transaction (other than an Other Tax (as defined below)) (“Tax”) from any payment it makes with respect to a Cleared Derivatives Transaction, and (B) Clearing Member does not expect to receive any payment from a Clearing Organization pursuant to a Cleared Derivatives Transaction from which any deduction or withholding has been made for or on account of any Tax. For purposes of the preceding sentence, the word “Tax” shall not include any Tax imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code, as amended, as of the date hereof or any successor provisions (or the United States Treasury Regulations or other guidance issued thereunder) (“FATCA”). Clearing Member and Customer further agree to take commercially reasonable efforts to timely notify the other party of any changes in the expectations set forth in clauses (A) and (B) of this Section 8(a)(i) of this Cleared Derivatives Addendum.

(ii) In the event that any payment made by Clearing Member or Customer is subject to deduction or withholding for or on account of any Tax, then the party that is so required to deduct or withhold (“X”) will:

(A) pay to the relevant authorities the full amount required to be deducted or withheld promptly upon

determining that such deduction or withholding is required; and

(B) promptly forward to the other party (“Y”) an official receipt (or a certified copy) or other documentation required by law, evidencing such payment to such authorities, and upon the reasonable request of Y computations setting forth in reasonable detail the amount of any such deduction or withholding payable by X.

(iii) In the case of a payment made by Customer to Clearing Member, Customer shall pay to Clearing Member

such additional amounts as may be necessary to ensure that the amounts received by Clearing Member are equal to the amounts Clearing Member is obligated to pay to the Clearing Organization with respect to such



Cleared Derivatives Transaction after taking into account any withholding or deduction of Tax imposed on any such payment and any withholding or deduction of Tax imposed on the corresponding payment by Clearing Member to Clearing Organization; provided that Customer will not be required to pay any such additional amounts in respect of any Tax that would not have been imposed on the payment by Customer to Clearing Member but for:

(A) a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and Clearing Member;

(B) Clearing Member consolidating or amalgamating with, or merging with or into, or transferring all or substantially all of its business assets to, or reorganizing, reincorporating or reconstituting into or as, another entity (a “Clearing Member Merger

(C) the failure of Clearing Member to comply with its obligations under Sections 8(e)(i) and 2(a)(v) of

this Cleared Derivatives Addendum; or;

(D) the Clearing Member’s failure to satisfy the applicable requirements to establish that such payment is exempt from withholding under FATCA (“Clearing Member FATCA noncompliance”);

provided further that Customer will not be required to pay any such additional amounts in respect of any Tax that would not have been imposed on the payment by Clearing Member to Clearing Organization bu for a Clearing Member Merger or the failure of Clearing Member to comply with its obligations under Section 8(e)(ii)(B) of this Cleared Derivatives Addendum.

(iv) In the event that a payment made by Clearing Organization to Clearing Member is subject to deduction or

withholding for or on account of any Tax (a “Clearing Organization Level Tax”), then the amount of the payment made by Clearing Member to Customer shall be equal to the after-tax amount received from the Clearing Organization with respect to Customer’s Cleared Derivatives Transaction, reduced by the amount of any Tax imposed on the payment from Clearing Member to Customer; provided that if Customer has complied with its obligations in accordance with Sections 2(b)(iv) and 8(e)(i) of this Cleared Derivatives Addendum, Clearing Member shall be obligated to pay to Customer such additional amounts as may be necessary to ensure that the amounts paid to Customer will equal the full amounts Customer would have received but for:

(A) a Clearing Member Merger; (B) a Clearing Member FATCA noncompliance; or (C) failure of Clearing Member to comply with Section 8(e)(ii)(A) of this Cleared Derivatives Addendum.

(v) A Tax for which a party is obligated to pay additional amounts in accordance with Sections 8(a)(iii) or (iv) of

this Cleared Derivatives Addendum is referred to as an “Indemnifiable Tax.”

(b) Tax Indemnity. If (i) any payment made by X under any Cleared Derivatives Transaction is subject to deduction or withholding for or on account of any Tax which is not an Indemnifiable Tax, (ii) X does not so deduct or withhold, and (iii) any liability resulting from such Tax is assessed directly against X then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest and penalties, except where such penalties are solely attributable to the gross negligence or willful misconduct of X). In addition, if (x) (A) any payment under a Cleared Derivatives Transaction made by Clearing Member to Clearing Organization is subject to deduction or withholding for or on account of any Tax, other than as a result of a Clearing Member Merger or the failure of Clearing Member to comply with its obligations under Section 8(e)(ii)(B) of this Cleared Derivatives Addendum, or on account of any Other Tax or (B) any payment under a Cleared Derivatives Transaction made by Clearing Organization to Clearing Member is subject to deduction or withholding for or on account of any Clearing Organization Level Tax, other than as a result of a Clearing Member Merger, Clearing Member FATCA noncompliance or the failure of Clearing Member to comply with its obligations under Section 8(e)(ii)(A) of this Cleared Derivatives Addendum, or on account of any Other Tax; (y) Clearing Member or Clearing Organization does not so deduct or withhold (or pay the Other Tax); and (z) any liability resulting from such Tax, Clearing Organization Level Tax or Other Tax (including any related liability for interest and penalties) is assessed directly against Clearing Member, or is assessed directly against Clearing Organization and Clearing Organization,



pursuant to its rules, requires Clearing Member to indemnify Clearing Organization for any such liability, Customer will promptly pay to Clearing Member an amount equal to such liability (including any withholding or deduction of Tax imposed on or in respect of Clearing Member’s payment to satisfy such liability).

(c) Other Taxes. Each Customer will pay any stamp, registration, documentation, excise (including insurance premium excise), sales, value added, transaction (including financial transaction) tax or similar tax (“Other Tax”) levied or imposed upon it or in respect of its execution, performance or enforcement of any agreement, contract or transaction in connection with any Cleared Derivatives Transaction and will indemnify Clearing Member against any such Other Tax levied or imposed upon Clearing Member or in respect of Clearing Member’s execution, performance or enforcement of any agreement, contract or transaction in connection with any Cleared Derivatives Transaction (including, for the avoidance of doubt, as required to fulfill any indemnity to a Clearing Organization relating to an Other Tax). Clearing Member shall use reasonable efforts to avoid the imposition of any Other Taxes; provided, however that such efforts shall not require Clearing Member to incur additional costs or regulatory burdens that Clearing Member considers in its good faith reasonable judgment to be material.

(d) Tax Liquidation Events. If, as a result of a Clearing Member Merger or a Change in Tax Law (as defined below), on

the next succeeding payment date Clearing Member will, or there is a substantial likelihood that it will, either:

(i) not be entitled to receive additional amounts under Section 8(a)(iii) of this Cleared Derivatives Addendum (other than pursuant to Sections 8(a)(iii)(C) and (D) of this Cleared Derivatives Addendum) with respect to a Cleared Derivatives Transaction; or

(ii) be required to pay additional amounts pursuant to Section 8(a)(iv) of this Cleared Derivatives Addendum (other than pursuant to Section 8(a)(iv)(B) and (C) of this Cleared Derivatives Addendum) with respect to a Cleared Derivatives Transaction,

(in either case, a “Tax Liquidation Event”), then such Clearing Member shall have the right to terminate any Cleared Derivatives Transactions so affected by the Tax Liquidation Event (the “Affected Transactions”) in accordance with the provisions of Section 7 of this Cleared Derivatives Addendum, unless Customer and Clearing Member agree that:

(iii) Customer shall pay to Clearing Member any additional amounts to which Clearing Member would otherwise

have been entitled in the absence of Sections 8(a)(iii)(A) and (B) of this Cleared Derivatives Addendum; and

(iv) Customer will not be entitled to receive additional amounts pursuant to Section 8(a)(iv) of this Cleared Derivatives Addendum, as applicable.

“Change in Tax Law” shall mean the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Cleared Derivatives Transaction. Nothing in this Section 8(d) of this Cleared Derivatives Addendum is intended to restrict any rights Customer otherwise has to transfer its positions in the Affected Transaction(s) to another clearing member (the “Receiving Clearing Member”). Subject to any provision of any Contract or agreement to the contrary, if pursuant to a Clearing Member Merger a Tax Liquidation Event has occurred and is continuing (and provided that no Event of Default with respect to Customer has occurred and is continuing), Clearing Member shall indemnify and hold Customer harmless from and against any booking, ticket, commission or similar fees imposed by the Clearing Member or by a Receiving Clearing Member, or similar fees imposed under the rules of a Clearing Organization, in each case incurred by a Customer as a result of Customer’s transfer of the balances and positions in Customer’s Account to a Receiving Clearing Member.

(e) Tax Documents.

(i) Clearing Member – Customer Tax Documents. Clearing Member and Customer each agree to deliver to the other party, or, in certain cases under subparagraph (B) below, to such government or taxing authority as the other party reasonably directs:



(A) Any forms, documents or certificates relating to taxation (a “Tax Document”) specified in the Schedule; and

(B) Upon reasonable demand by the other party, any Tax Document that may be required or reasonably requested in writing in order to allow such other party to make a payment under a Cleared Derivatives Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such Tax Document would not materially prejudice the legal or commercial position of the party in receipt of such demand);

in each case by the date specified in the Schedule or, if none is specified, as soon as reasonably practicable. A form, document or certificate shall not qualify as a Tax Document provided by a party unless it is valid, accurate and completed in a manner reasonably satisfactory to the other party, and is executed and delivered with any reasonably required certification.

(ii) Clearing Organization – Clearing Member Tax Documents.

(A) Clearing Member agrees to provide to Clearing Organization (1) any Tax Document specified in the Clearing Organization’s rules and (2), upon reasonable demand by such Clearing Organization, any Tax Document that may be required or reasonably requested in writing in order to allow Clearing Organization to make a payment under a Cleared Derivatives Transaction without any deduction or withholding for or on account of any Clearing Organization Level Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such Tax Document would not materially prejudice the legal or commercial position of the party in receipt of such demand); and

(B) Clearing Member agrees to request from Clearing Organization any Tax Document that may be required in order to allow Clearing Member to make a payment to Clearing Organization under a Cleared Derivatives Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate;

in each case as soon as reasonably practicable.

(f) Margin. For purposes of this Section 8 of this Cleared Derivatives Addendum, any interest or other payment made in

respect of margin, or to the extent relevant any amount paid on any other amount treated as collateral, that is provided in respect of a Cleared Derivatives Transaction shall be treated as a payment under the Cleared Derivatives Transaction.

(g) Other Provisions.

(i) For the avoidance of doubt, nothing in this Section 8 of this Cleared Derivatives Addendum is intended to affect in any way the application of any Clearing Organization rules topayments made to, or received by, a Clearing Organization under a Cleared Derivatives Transaction.

(ii) For the avoidance of doubt, this Cleared Derivatives Addendum shall be interpreted in a manner consistent with treating any interest paid under a Cleared Derivatives Transaction as paid on an obligation in registered form for purposes of Section 871(h) of the Internal Revenue Code, as amended, as of the date hereof or any successor provision.

(iii) In the event that Cleared Derivatives Transactions include any equity swap transaction that is subject to tax

imposed on payments treated as dividends from sources within the United States under Section 871(m) of the Internal Revenue Code, as amended, as of the date hereof or any successor provision, with respect to that transaction, Customer and Clearing Member agree to negotiate in good faith to make such modifications to Section 8 of this Cleared Derivatives Addendum as may be appropriate.



9. Relationship to Agreement; Inconsistency. In the event of a conflict between the provisions of the Agreement and the

provisions of this Cleared Derivatives Addendum, the provisions of this Cleared Derivatives Addendum will govern with respect to the subject matter of this Cleared Derivatives Addendum.

10. Required Disclosure. As of the date of this Cleared Derivatives Addendum, the Securities and Exchange Commission (“SEC”) requires Clearing Member to disclose to Customer the following:

(a) the SEC does not regulate Clearing Member with respect to the capacity in which it is acting hereunder for Cleared Derivatives Transactions;

(b) funds and collateral held by Clearing Member for Cleared Derivatives Transactions will be held in an account class designated for Cleared Derivatives Transactions under Applicable Law but will not be afforded protection under SEC Rules 8c-1, 15c2-1, 15c3-2 or 15c3-3 or under the Securities Investor Protection Act of 1970, and will not be entitled to Securities Investor Protection Corporation (“SIPC”) coverage or excess SIPC insurance coverage and, in the unlikely event of Clearing Member’s insolvency, Customer’s rights shall be determined pursuant to the commodity broker liquidation provisions of the Bankruptcy Code and the CFTC’s Part 190 Rules; and

(c) in an insolvency proceeding, the insolvency law of the applicable jurisdiction may affect Customer’s ability to recover

funds and securities, or the speed of any such recovery.

In Witness Whereof, the parties have executed this Cleared Derivatives Addendum to the Agreement on the respective dates specified below with effect from the date specified on the first page of this Cleared Derivatives Addendum.

[CUSTOMER] MACQUARIE FUTURES USA LLC By: _______________________________________ By: _______________________________________ Name: _______________________________________ Name: _______________________________________ Title: _______________________________________ Title: _______________________________________ Date: _______________________________________ Date: _______________________________________



SCHEDULE

TO THE

CLEARED DERIVATIVES ADDENDUM

dated as of [_______________] between

Macquarie Futures USA LLC (the “Clearing Member”) and [______________________] (the “Customer”) The following terms and conditions (the “Schedule”) will supplement the Cleared Derivatives Addendum between Clearing Member and Customer with respect to the Cleared Derivatives Transactions (as defined herein).

Accordingly, the parties agree as follows:

(a) Agreement Date: [________________].

(b) Clearing Member: Payee Tax Representation. For the purpose of Section 2(a)(v) of the Cleared Derivatives Addendum, Clearing Member makes the following representations: It is a “U.S. person” (as that term is used in U.S. Treas. Reg. § 1.1441-4(a)(3)(ii)) for U.S. federal income tax purposes.

(c) Customer: Payee Tax Representation. For the purpose of Section 2(b)(iv) of the Cleared Derivatives Addendum, Customer makes the following representations: It is a “U.S. person” (as that term is used in U.S. Treas. Reg. § 1.1441-4(a)(3)(ii)) for U.S. federal income tax purposes. ERISA Representations. For the purpose of Section 2 of the Cleared Derivatives Addendum, Customer makes the following representation: at all times during the existence of an Account, such Account shall not contain: (i) plan assets subject to the provisions of Title I, Subtitle B, Part 4 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (“Code”), or (ii) assets of a governmental plan or other plan subject to restrictions similar or analogous to those contained in the foregoing provisions of ERISA or the Code.

In Witness Whereof, the parties have executed this Schedule to the Cleared Derivatives Addendum to the Agreement on the respective dates specified below with effect from the date specified on the first page of this Cleared Derivatives Addendum.

[CUSTOMER] MACQUARIE FUTURES USA LLC By: _______________________________________ By: _______________________________________ Name: _______________________________________ Name: _______________________________________



Title: _______________________________________ Title: _______________________________________ Date: _______________________________________ Date: _______________________________________



MATERIAL CONFLICTS OF INTEREST

The Dodd–Frank Wall Street Reform and Consumer Protection Act (“DFA”) is a federal statute in the United States that was signed into law by President Barack Obama on July 21, 2010. The Act implements financial regulatory reform and brought changes to financial regulation in the United States. Title VII of the DFA is called the Wall Street Transparency and Accountability Act of 2010, and concerns regulation of over-the-counter swaps markets. On August 3, 2012, in connection with certain requirements of Title VII, CFTC Regulation 1.71 becomes effective. Portions of CFTC Regulation 1.71 require Macquarie Futures USA LLC (“MFUSA”), as a registered futures commission merchant (“FCM”) to provide certain disclosures related to conflicts of interest. Specifically:

CFTC Regulation 1.71 provides that no FCM may permit an affiliated swap dealer or major swap participant to interfere with or attempt to influence the FCM’s decision to provide clearing services to a particular customer. Regulation 1.71 additionally requires FCMs to adopt policies and procedures to give effect to that prohibition and to establish an information barrier between the FCM and any affiliated swap dealer or major swap participant.

Regulation 1.71 also requires FCMs to provide their customers with disclosure of any material incentives and any material conflicts of interest regarding a customer’s decision regarding trade execution and/or clearing of a derivatives transaction. The term “derivative” is defined for this purpose to include futures contracts and options on futures contracts, as well as swaps, “retail FOREX,” and other instruments regulated by the CFTC. Regulation 1.71, therefore, requires FCMs to disclose this information to their customers whether or not the FCM clears swaps or is affiliated with a swap dealer or major swap participant.

MFUSA is providing the below disclosure in conjunction with the aforementioned requirements of CFTC Regulation 1.71.



DISCLOSURE OF MATERIAL CONFLICTS OF INTEREST

The purpose of this document is to provide you with information about some of the material conflicts of interest that may arise between you and Macquarie Futures USA LLC (“MFUSA”) in connection with MFUSA performing services for you with respect to futures, options on futures, swaps (as defined in the Commodity Exchange Act), forwards or other commodity derivatives (“Contracts”). Conflicts of interests can arise in particular when MFUSA has an economic or other incentive to act, or persuade you to act, in a way that favors MFUSA or its affiliates. Under applicable law, including regulations of the Commodity Futures Trading Commission (“CFTC”), not all swaps are required to be executed on an exchange or swap execution facility (each, a “Trading Facility”), even if a Trading Facility lists the swap for trading. In such circumstances, it may be financially advantageous for MFUSA or its affiliate to execute a swap with you bilaterally in the over-the-counter market rather than on a Trading Facility and, to the extent permitted by applicable law, we may have an incentive to persuade you to execute your swap bilaterally. Applicable law may permit you to choose the CFTC-registered derivatives clearing organization (“Clearing House”) to which you submit a swap for clearing. You should be aware that MFUSA may not be a member of, or may not otherwise be able to submit your swap to, the Clearing House of your choice. MFUSA consequently has an incentive to persuade you to use a Clearing House of which MFUSA or its affiliate is a member. You also should be aware that MFUSA or its affiliate may own stock in, or have some other form of ownership interest in, one or more U.S. or foreign Trading Facilities or Clearing Houses where your transactions in Contracts may be executed and/or cleared. As a result, MFUSA or its affiliate may receive financial or other benefits related to its ownership interest when Contracts are executed on a given Trading Facility or cleared through a given Clearing House, and MFUSA would, in such circumstances, have an incentive to cause Contracts to be executed on that Trading Facility or cleared by that Clearing House. In addition, employees and officers of MFUSA or its affiliate may also serve on the board of directors or on one or more committees of a Trading Facility or Clearing House. In addition, Trading Facilities and Clearing Houses may from time to time have in place other arrangements that provide their members or participants with volume, market-making or other discounts or credits, may call for members or participants to pre-pay fees based on volume thresholds, or may provide other incentive or arrangements that are intended to encourage market participants to trade on or direct trades to that Trading Facility or Clearing House. MFUSA or its affiliate may participate in and obtain financial benefits from such incentive programs. When we provide execution services to you (either in conjunction with clearing services or in an execution-only capacity), we may direct orders to affiliated or unaffiliated market-makers, other executing firms, individual brokers or brokerage groups for execution. When such affiliated or unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business. Likewise, where permitted by law and the rules of the applicable Trading Facility, we may solicit a counterparty to trade opposite your order or enter into transactions for its own account or the account of other counterparties that may, at times, be adverse to your interests in a Contract. In such circumstances, that counterparty may make payments and/or pay a commission to MFUSA in connection with that transaction. The results of your transactions may differ significantly from the results achieved by us for our own account, our affiliates, or for other customers.



In addition, where permitted by applicable law (including, where applicable, the rules of the applicable Trading Facility), MFUSA, its directors, officers, employees and affiliates may act on the other side of your order or transaction by the purchase or sale for an account, or the execution of a transaction with a counterparty, in which MFUSA or a person affiliated with MFUSA has a direct or indirect interest, or may effect any such order with a counterparty that provides MFUSA or its affiliates with discounts related to fees for Contracts or other products. In cases where we have offered you a discounted commission or clearing fee for Contracts executed through MFUSA as agent or with MFUSA or its affiliate acting as counterparty, MFUSA or its affiliate may be doing so because of the enhanced profit potential resulting from acting as executing broker or counterparty. MFUSA or its affiliate may act as, among other things, an investor, research provider, placement agent, underwriter, distributor, remarketing agent, structurer, securitizer, lender, investment manager, investment adviser, commodity trading advisor, municipal advisor, market maker, trader, prime broker or clearing broker. In those and other capacities, MFUSA, its directors, officers, employees and affiliates may take or hold positions in, or advise other customers and counterparties concerning, or publish research or express a view with respect to, a Contract or a related financial instrument that may be the subject of advice from us to you. Any such positions and other advice may not be consistent with, or may be contrary to, your interests or to positions which are the subject of advice previously provided by MFUSA or its affiliate to you, and unless otherwise disclosed in writing, we are not necessarily acting in your best interest and are not assessing the suitability for you of any Contract or related financial instrument. Acting in one or more of the capacities noted above may give MFUSA or its affiliate access to information relating to markets, investments and products. As a result, MFUSA or its affiliate may be in possession of information which, if known to you, might cause you to seek to dispose of, retain or increase your position in one or more Contracts or other financial instruments. MFUSA and its affiliate will be under no duty to make any such information available to you, except to the extent we have agreed in writing or as may be required under applicable law.

ADDENDUM TO DISCLOSURE OF MATERIAL CONFLICTS OF INTEREST

The intended purpose of this document is to inform a fiduciary of an “employee benefit plan” (as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or “plan” (as defined in the Internal Revenue Code of 1986, as amended), including a fiduciary of an investment contract, product or entity that holds plan assets as determined pursuant to sections 3(42) and 401 of ERISA and 29 C.F.R. § 2510.3-101, of the existence and nature of financial interests Macquarie Futures USA LLC (“FCM”, “we”, “our”, or “us”) or our affiliates may have in connection with our performing services for you and/or your clients with respect to futures, options on futures, swaps (as defined in the Commodity Exchange Act), forwards or other commodity derivatives (“Contracts”).

We will generally charge a commission and/or clearing fee in connection our performing services for you and/or your clients with respect to Contracts.

We may invest your collateral held by us for our benefit, as permitted by CFTC rules. In such circumstances, we are responsible for any investment losses and we may also enjoy any positive earnings on the collateral.



408(B)(2) DISCLOSURE REGARDING SERVICES AND COMPENSATION FOR COVERED ERISA PLANS

MACQUARIE CAPITAL (USA) INC. and MACQUARIE FUTURES USA LLC.

CERTAIN DISCLOSURE REGARDING SERVICES AND COMPENSATION INCLUDING FOR COVERED ERISA PLANS UNDER SECTION 408(B)(2) OF ERISA1

Overview. This document provides an overview of the services provided by Macquarie Capital (USA) Inc. (“MCUSA”), Macquarie Futures USA LLC (“MFUSA”) and its affiliates (each a “Macquarie Entity,” and collectively “Macquarie”), and of the fees and other compensation received by Macquarie. This document also includes information for those clients of Macquarie which are employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and with which Macquarie has a direct arrangement or entered into a contract or arrangement (each, a “Plan”) as well as other fees and compensation as described herein. These materials are intended to provide Plans (and their representatives) with information described under final U.S. Department of Labor Regulations issued under Section 408(b)(2) of ERISA and should be read in conjunction with other fee disclosures, notices, agreements and other materials either furnished by a Macquarie Entity or a third party. Under ERISA, a plan sponsor or other fiduciary has a fiduciary responsibility to prudently select and monitor those hired to provide services to the plan and to evaluate related fees and compensation to ensure, among other things, the reasonableness of the service arrangement and that the compensation received by the service provider is reasonable in light of the services provided. These materials, along with information on our website and other information in other account agreements, arrangements and disclosure statements, are designed to assist the fiduciary in meeting that responsibility. If you are not the “responsible plan fiduciary” authorized to engage service providers for a Plan, please forward these materials to the appropriate Plan fiduciary. This document is not an agreement for services, nor is it intended to replace or amend any agreement or other contract Macquarie may have with or in respect of a Plan, written or otherwise, nor is it any guarantee with respect to the pricing of any of our services. In the event of any discrepancy between the information contained in these materials, and the terms that govern our contractual relationships with respect to direct relationships with a Plan, the latter will govern. If you are a customer of an introducing broker not affiliated with Macquarie, please contact that broker for any required disclosures. We also invite Plans to visit our website at: http://www.macquarie.us/confdiscl.

Status. MCUSA is a registered broker-dealer with the United States Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) and MFUSA is registered futures commission merchant with the Commodity Futures Trading Commission (“CFTC”) and a member of the National Futures Association. Except as provided in writing (and only to such extent) neither MCUSA, MFUSA nor any other Macquarie Entity expects to be acting in an advisory capacity (for purposes of the Investment Advisers Act or otherwise) nor as a fiduciary within the meaning of Section 3(21) of ERISA with respect to Plans.

General Description of Services. As a leading global financial firm, MCUSA, MFUSA, and Macquarie generally offer a full spectrum of products and solutions to help meet clients’ needs. MCUSA and MFUSA also provide a number of ancillary services, which for MCUSA includes research reports offered by its research group, not all of which are separately expensed to clients. Please refer to any MCUSA or MFUSA contracts or agreements for further details concerning a Plan’s access to any ancillary services and the terms and conditions pursuant to which they are provided. MCUSA may also

1 NOT TO BE USED FOR CLEARED SWAPS.

http://www.macquarie.us/confdiscl



provide activity reports and other confirmations of transactions, and estimated price or indicative valuation (without undertaking to render investment advice, manage money or act as a fiduciary with respect to the Plan accounts). RESPONSIBLE PLAN FIDUCIARIES ACTING ON BEHALF OF PLANS WITH A CONTRACT OR ARRANGEMENT WITH MCUSA ARE URGED TO PERIODICALLY REVIEW THIS DISCLOSURE ON OUR WEBLINK AT http://www.macquarie.us/confdiscl. Note: Based on Q&As 3&4 of the U.S. Department of Labor’s FAQs About The 2009 Form 5500 Schedule C, we generally expect all services that we may provide to covered Plans to constitute ordinary operating expenses for Form 5500 purposes. Ordinary operating expenses do not constitute indirect compensation that is reportable on Form 5500. Thus, Macquarie does not expect to provide any covered ERISA investors any Form 5500 related information in connection with any services they or their affiliates may provide. See http://www.dol.gov/ebsa/faqs/faq_scheduleC.html.

Page 1 of 4

Agency Transactions in Securities and Futures Transactions DESCRIPTION OF SERVICES With respect to securities transactions, MCUSA will provide services to

Plans as either a broker or clearing agent (or both) in connection with the purchase and sale (including short sales) of exchange listed or OTC securities executed on an agency basis, including, but not limited to, US equities (including ADRs), exchange-traded funds (“ETFs”), and foreign securities (“ORDs”). In some limited cases, MCUSA may directly or through others, including affiliates, also provide similar agency related execution services in connection with fixed income and certain foreign securities. Where applicable MCUSA may also provide custody related services, and the provision of short-term “sweep” or other money market enhancements for available credit balances pending reinvestment or redistribution on behalf of a Plan account custodied or maintained with MCUSA or an affiliate identified in the applicable agreement with the client. With respect to domestic futures contracts, MFUSA may provide services as either an executing broker and/or clearing broker in connection with the purchase and sale of futures contracts, as further described in a client’s MFUSA Customer Agreement, disclosure statements, and notices (collectively, the "Futures Agreement").

DIRECT COMPENSATION In connection with agency transactions in securities, MCUSA will generally receive a commission with respect to any trade executed on an agency basis for which it or an affiliate acts as broker, executing or clearing agent or when it provides financial intermediation. The commission and any other fees will be provided to the client (i.e., to the Plan or for some Plan clients, the responsible Plan fiduciary) at or prior to the time the client contacts MCUSA to place an order and will be confirmed after the trade has been executed. The amount of the commission may depend on a variety of factors, including market conditions, volume, business relations and other factors, some of which are at the macroeconomic or broader market level independent of Macquarie’s actions.

http://www.macquarie.us/confdiscl

http://www.dol.gov/ebsa/faqs/faq_scheduleC.html



Macquarie has typically charged no more than 5% of notional value of the trade (500 basis points) for US and Canadian securities execution. For securities execution outside of the US and Canada, Macquarie will also generally charge no more than 500 basis points. Execution costs are determined by a variety of factors including the character of the markers, volatility, liquidity and bid-offer spreads. Please contact your Macquarie representative for further information about execution costs in global markets. Please note, MCUSA or its affiliates may act as a principal (or act in a riskless principal capacity) with respect to certain transactions. In such case, MCUSA or its affiliates, as applicable, may receive compensation from clients by adding a mark-up to purchase and deducting a mark-down from sales. This mark-up or mark-down will be reflected as a commission equivalent in the price of the transaction. In connection with transactions in futures, MFUSA will receive a commission or fee with respect to any trade executed for which it or an affiliate acts as broker, executing or clearing agent or when it provides financial intermediation. The commission and any other fees or similar charges set by MFUSA will be provided to the client (i.e., to the Plan or for some Plan clients, the responsible Plan fiduciary) as provided in the Futures Agreement and/or in a fee schedule related to the Futures Agreement. The amount of the commission may depend on a variety of factors, including market conditions, volume, business relations and other factors, some of which are at the macroeconomic or broader market level independent of Macquarie’s actions. Fees, commissions and other charges set by a futures exchange or clearing house will be published by such exchange or clearing house. Please refer to the Futures Agreement as well as any International Uniform Brokerage Execution Services Agreement for a description of the services provided and the terms and conditions which govern MFUSA, its affiliates and other parties involved with respect to such services.

INDIRECT COMPENSATION AND

OTHER COMMERCIAL CONSIDERATIONS

In connection with securities brokerage services, MCUSA may route orders to Market Venues (as defined below) such as national securities exchanges, alternative trading systems, electronic communications networks, and broker-dealers. Certain of these Market Venues offer Macquarie rebates or credits for orders that provide liquidity to their books and assess fees for orders that take liquidity from their books, provide discounts to a Macquarie Entity for volume of trading, or pay a Macquarie Entity for order flow. A number of market and institution-wide factors, including the volume of trading Macquarie sends to the Market Venue over a pre-established period may impact the credit or other position Macquarie may achieve in any given period. Macquarie believes that the discounts, rebates and other potential benefits derived from Market Venues will likely vary over time and are determined by third parties (i.e., exchanges) and thus it is difficult to predict the value (if any) Macquarie expects it may receive from such Market Venues. To the extent a Market Venue charges a fee, it will be reflected as



an increase in the commission rate that a Plan pays for a trade. Pursuant to SEC Rule 606, Macquarie discloses on a quarterly basis covered Market Venues to which it routes customer orders for execution as required by the rule. Please follow the attached hyperlink to our latest report: http://vrs.vista-one-solutions.com/reports/. In addition, although Macquarie believes it cannot predict with any degree of certainty any particular Market Venue or Market Venues that may be used for any given client, for general informational purposes Exhibit A contains a list of selected Market Venues in the United States and their related websites which may contain certain pricing and fee information. We have provided these links for general informational purposes only. As Macquarie does not typically control the content or timing of updates of information provided by any particular Market Venue, clients are advised to contact any relevant Market Venue directly for further information. Macquarie or one or more of its affiliates may have ownership interests in one or more U.S. or foreign exchanges and clearing houses, consortium- owned alternative trading platforms (“ATS”) or similar venues that a Plan representative may trade on or that may clear the Plan’s trades (“Market Venues”). As a result, the Plan (and its fiduciary) should be aware that Macquarie or its affiliates might receive financial benefits related to its ownership interest in or revenue sharing arrangements amongst members when trades are executed on such an exchange or cleared at such a Market Venue. Plans and their representatives should contact an appropriate Macquarie representative directly if they would like to know whether any Macquarie entity has an ownership interest in a particular Market Venue. See also the information provided in Exhibit A. From time to time, employees of MCUSA and MFUSA and its affiliates may receive non-monetary compensation such as gifts and entertainment from vendors with whom they may engage in business dealings on behalf of clients, including Plans. However, given the nature of Macquarie’s businesses, MCUSA and MFUSA reasonably believe that any gifts and entertainment received by its (or its affiliates) employees are received in the context of a general business relationship and should not be viewed as attributable or allocable to any transactions engaged in on behalf of their clients, including Plans. To the extent a Plan executes trades on a foreign exchange, MCUSA or MFUSA or an affiliate may act as broker or clearing agent or both. In connection with any such transaction, MCUSA or MFUSA may allocate all or a portion of the amount received to such affiliate for the execution services such affiliate performs. With respect to MFUSA specifically, as described in the Futures Agreement, a Plan will have granted us the right to pledge, re-pledge, hypothecate, re-hypothecate, invest or loan any securities or other property held by us on margin for their accounts or as margin or collateral for futures contracts.



Because CFTC Regulation 1.25 (which may be amended by the CFTC from time to time) currently limits the instruments in which we can invest, the return that we may earn by investing that collateral will be limited by the nature of those instruments, the returns of which will vary.



DISCLOSURE OF MATERIAL CONFLICTS OF INTEREST – FIDUCIARY RULE

This is intended to inform a fiduciary of an “employee benefit plan” (as defined in the Employee Retirement Income Security Act of 1974, as amended), “plan”(as defined in the Internal Revenue Code of 1986, as amended), or the fiduciary of the assets of one or more commingled employee benefit plans of the existence and nature of interests Macquarie Futures USA LLC (“FCM”, “we”, “our”, or “us”) or our affiliates may have in certain transactions, in connection with our performing services for you and/or your clients with respect to futures, options on futures, swaps (as defined in the Commodity Exchange Act), forwards or other commodity derivatives (“Contracts”). Conflicts of interests can arise in particular when we have an economic or other incentive to act, or persuade you to act, in a way that favors us or our affiliates.

Under applicable law, including regulations of the Commodity Futures Trading Commission (“CFTC”), you may have a choice about which exchange or swap execution facility (each, a “Trading Facility”) on which you may want to execute a particular Contract. Not all swaps are required to be executed on a Trading Facility, even if a Trading Facility lists the swap for trading. In such circumstances, it may be financially advantageous for FCM or its affiliate to have the transaction executed on a specific Trading Facility or, where permitted, to execute a swap with you bilaterally in the over-the-counter market rather than on a Trading Facility.

Applicable law also may permit you to choose the CFTC-registered derivatives clearing organization (“Clearing House”) to which you submit a swap for clearing. You should be aware that we may not be a member of, or may not otherwise be able to submit your swap to, the Clearing House of your choice. If you choose a Clearing House with respect to which we or our affiliate is a member, it may be advantageous to FCM and/or its affiliates.

In addition, Trading Facilities and Clearing Houses may from time to time have in place other arrangements that provide their members or participants with volume, market-making or other discounts or credits, may call for members or participants to pre-pay fees based on volume thresholds, or may provide other incentive or arrangements that are intended to encourage market participants to trade on or direct trades to that Trading Facility or Clearing House. FCM or its affiliates may participate in and obtain financial benefits from such incentive programs.

When we provide execution services to you (either in conjunction with clearing services or in an execution-only capacity), we may direct orders to affiliated or unaffiliated market-makers, other executing firms, individual brokers or brokerage groups for execution. When such affiliated or unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business. Likewise, where permitted by law and the rules of the applicable Trading Facility, we may solicit a counterparty to trade opposite your order or enter into transactions for its own account or the account of other counterparties that may, at times, be adverse to your interests in a Contract. In such circumstances, that counterparty may make payments and/or pay a commission to us in connection with that transaction. The results of your transactions may differ from the results achieved by us for our own account, our affiliates, or for other customers.

In addition, where permitted by applicable law (including, where applicable, the rules of the relevant Trading Facility), we, our directors, officers, employees and affiliates may act on the other side of your order or transaction by the purchase or sale for an account, or the execution of a transaction with a counterparty, in which we (or a person affiliated with us) has a direct or indirect interest, or may effect any such order with a counterparty that provides us or our affiliates with discounts related to fees for Contracts or other products. In cases where we have offered you a discounted commission or clearing fee for Contracts executed through us as agent or with us or our affiliates acting as counterparty, we or our affiliates may be doing so because of the enhanced profit potential resulting from acting as executing broker or counterparty.



We or our affiliate may act as, among other things, an investor, research provider, placement agent, underwriter, distributor, remarketing agent, structurer, securitizer, lender, investment manager, investment adviser, commodity trading advisor, municipal advisor, market maker, trader, prime broker or clearing broker. In those and other capacities, we, our directors, officers, employees and affiliates may take or hold positions in, or advise other customers and counterparties concerning, or publish research or express a view with respect to, a Contract or a related financial instrument. Any such positions and other advice may not be consistent with, or may be contrary to, your interests or to positions which are the subject of advice previously provided by us or our affiliate to you, and we are not necessarily acting in your best interest and are not assessing the suitability for you of any Contract or related financial instrument. Acting in one or more of the capacities noted above may give us or our affiliate access to information relating to markets, investments and products. As a result, we or our affiliate and may be in possession of information which, if known to you, might cause you to seek to dispose of, retain or increase your position in one or more Contracts or other financial instruments. Neither we nor our affiliates are under any duty to make any such information available to you, except as may be required under applicable law. Typically, we are prohibited from sharing such information.

You also should be aware that FCM or its affiliate may own stock in, or have some other form of ownership interest in, one or more U.S. or foreign Trading Facilities or Clearing Houses where your transactions in Contracts may be executed and/or cleared. As a result, FCM or its affiliate may receive financial or other benefits related to its ownership interest when Contracts are executed on a given Trading Facility or cleared through a given Clearing House, and FCM would, in such circumstances, have an incentive to cause Contracts to be executed on that Trading Facility or cleared by that Clearing House. In addition, employees and officers of FCM or its affiliate may also serve on the board of directors or on one or more committees of a Trading Facility or Clearing House.

We may invest your collateral held by us for our benefit, as permitted by CFTC rules. In such circumstances, we are responsible for any investment losses and we may also enjoy any positive earnings on the collateral.