INTL FCStone Markets, LLCaccountforms.intlfcstone.com.s3.amazonaws.com/IFM TOB-032016.pdf · 1 INTL...

INTL FCSTONE MARKETS, LLC

230 S. LaSalle Street, Suite 10‐500 | Chicago, Illinois 60604 | Telephone (312) 780‐6700 | www.intlfcstone.com

© 2015 INTL FCStone Inc. All Rights Reserved.

Swaps & Over‐the‐Counter (OTC) Derivatives Account

Documentation

INTL FCStone Markets, LLC

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Welcome to INTL FCStone Markets, LLC.

Please review and fill out the following documentation that applies to you, to establish a swaps and over‐

the‐counter (OTC) derivatives account.

• Review, check the applicable boxes and sign the Eligible Contract Participant Status Form;

• Review all ISDA Swap Disclosure Documents and INTL FCStone Markets LLC, Disclosures;

• Review and choose your election and sign the Election to Receive Pre‐Trade Information in

Writing and Election Regarding Segregation of Initial Margin;

• Review and sign the Acknowledgement of Swaps Disclosures;

• Review, complete and sign the Additional Agreements consisting of the ISDA 2012 Dodd‐

Frank Supplement and ISDA 2013 Dodd‐Frank Supplement;

• Check here if you are eligible for the end‐user exception to clearing and sign the End User

Exception to the Clearing Requirement;

• Review and sign the Additional Agreements and Representations;

• Check here if you have not already obtained a Legal Entity Identifier (LEI), and review and

follow instructions to obtain a Legal Entity Identifier by contacting

[email protected].

If you have questions, contact Client Service center at 1‐816‐410‐7147 or

[email protected]

www.intlfcstone.com © 2015 INTL FCStone Inc. All Rights Reserved.

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Table of Contents


Eligible Contract Participant Status ........................................................................ 1

Applicants domiciled in Australian or EU ............................................................... 3

ISDA Copyright Notice ........................................................................................... 5

ISDA General Disclosure Statement for Transactions ............................................. 6

ISDA Disclosure Annex for Commodity Derivative Transactions ............................. 8

ISDA Disclosure Annex for Foreign Exchange Transactions ..................................... 9

ISDA Disclosure Annex for Interest Rate Transactions............................................ 9

Disclosure of Material Conflicts of Interest ........................................................... 10

Notice of Certain Rights with Respect to Clearing Swaps....................................... 12

Notice of Mark‐Up and Commission Structure ...................................................... 12

Notice of Procedures for Reporting Client Complaints .......................................... 13

Election to Receive Pre‐Trade Information in Writing ........................................... 13

Election Regarding Segregation of Initial Margin................................................... 15

Acknowledgement of Swaps Disclosures............................................................... 16

Terms of Business ................................................................................................. 17

Additional Agreements‐ ISDA 2012 Dodd‐Frank Supplement ............................... 32

Additional Agreements‐ ISDA 2013 Dodd‐Frank Supplement ............................... 36

End User Exception to the Clearing Requirement .................................................. 40

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ELIGIBLE CONTRACT PARTICIPANT STATUS

In order to enter into Transactions with INTL FCStone Markets, LLC (“IFM”), applicable law requires you,

as an IFM Customer transacting “swaps” to represent that you qualify as an “eligible contract

participant,” as defined in Section 1a(18) of the Commodity Exchange Act (CEA). Please check all

categories that apply, or if none applies, please contact your IFM Account Representative.

FOR INDIVIDUALS ACTING FOR THEIR OWN ACCOUNT:

An individual who has amounts invested on a discretionary basis, the aggregate of which is in

excess of $10,000,000.

An individual who has amounts invested on a discretionary basis, the aggregate of which is in

excess of $5,000,000, and is entering into transactions with IFM in order to manage the risk associated

with an asset owned or liability incurred, or reasonably likely to be owned or incurred.

FOR INSTITUTIONS:

A “swap dealer,” as defined in CEA Section 1a(49).

A “security‐based swap dealer,” as defined in Section 3(a)(71) of the Securities Exchange Act.

A “major swap participant,” as defined in CEA Section 1a(33).

A “major security‐based swap participant,” as defined in Section 3(a)(67) of the Securities

Exchange Act.

A financial institution, as defined in CEA Section 1a.

An insurance company that is regulated by a State of the United States, or that is regulated by

a foreign government and is subject to comparable regulation as determined by the CFTC,

including a regulated subsidiary or affiliate of such an insurance company;

An investment company subject to regulation under the Investment Company Act of 1940 or a

foreign person performing a similar role or function subject as such to foreign regulation.

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A commodity pool that—

(i) has total assets exceeding $5,000,000; and

(ii) is formed and operated by a person subject to regulation under the CEA or a foreign person

performing a similar role or function subject as such to foreign regulation.

If you are a commodity pool or similar foreign person that will be entering into

transactions in foreign exchange (including foreign exchange derivative transactions), check

this box to confirm that each investor in the commodity pool or the foreign person is itself an

eligible contract participant as defined in CEA Section 1a.

A corporation, partnership, proprietorship, organization, trust, or other entity that has total

assets exceeding $10,000,000.

A corporation, partnership, proprietorship, organization, trust or other entity whose

obligations under transactions with IFM are guaranteed or otherwise supported by a letter of credit or

keepwell, support, or other agreement by an entity that meets the qualifications described in CEA

Section 1a(18)(a)(v) (please provide a copy of such letter of credit or other support document).

A corporation, partnership, proprietorship, organization, trust, or other entity that has a net

worth exceeding $1,000,000 and is entering into transactions with IFM in connection with the conduct

of its business or to manage the risk associated with an asset or liability owned or incurred or

reasonably likely to be owned or incurred in the conduct of your business.

An employee benefit plan subject to the Employee Retirement Income Security Act of 1974, a

governmental employee benefit plan, or a foreign person performing a similar role or function subject

as such to foreign regulation, and either:

has total assets exceeding $5,000,000; or

the investment decisions of which are made by‐

an investment adviser or commodity trading advisor subject to regulation

under the Investment Advisers Act of 1940 or the CEA;

a foreign person performing a similar role or function subject as such to foreign

regulation;

a financial institution as defined in CEA Section 1a; or

an insurance company described in CEA Section 18(A)(ii) or a regulated

subsidiary or affiliate of such an insurance company.

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A governmental entity (including the United States, a State, or a foreign government) or

political subdivision of a governmental entity, or an instrumentality, agency, or department thereof,

that owns and invests on a discretionary basis $50,000,000 or more in investments, or otherwise

meets the requirements described in CEA Section 1a(18)(A)(vii).

A multinational or supranational government entity.

A broker or dealer subject to regulation under the Securities Exchange Act of 1934 or a foreign

person performing a similar role or function subject as such to foreign regulation.

An investment bank holding company (as defined in section 17(i) of the Securities Exchange Act

of 1934).

A futures commission merchant subject to regulation under the CEA or a foreign person

performing a similar role or function subject as such to foreign regulation.

A floor broker or floor trader subject to regulation under the CEA in connection with any

transaction that takes place on or through the facilities of a registered entity (other than an electronic

trading facility with respect to a significant price discovery contract) or an exempt board of trade, or

any affiliate thereof, on which such person regularly trades.

FOR INDIVIDUALS OR INSTITUTIONS ACTING FOR THE ACCOUNTS OF OTHERS:

An investment adviser subject to regulation under the Investment Advisers Act of 1940.

A commodity trading advisor subject to regulation under the CEA.

A foreign person performing a role or function similar to that of a registered investment

adviser or commodity trading adviser subject as such to foreign regulation.

A person described in clause (i), (ii), (iv), (v), (viii), (ix), or (x) of CEA Section 1a(18)(A).

FOR INDIVIDUALS OR INSTITUTIONS DOMICILED OR ORGANIZED IN AUSTRALIA

Customer is a “wholesale client” defined in the Australia Corporations Act. Please describe how Customer qualifies as a “wholesale client” (attach additional pages if necessary): FOR INDIVIDUALS OR INSTITUTIONS DOMICILED OR ORGANIZED IN THE EUROPEAN UNION. Pursuant to the European Markets Infrastructure Regulations (“EMIR”):

Customer is a Financial Counterparty

Customer is a Non‐Financial Counterparty and does not exceed the threshold for purposes of EMIR reporting. Customer shall monitor its trading and shall inform INTL FCStone Markets, LLC if it ceases to be “NFC+” as defined under EMIR.

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Customer is a Non‐Financial Counterparty and does exceed the threshold for purposes of EMIR reporting, has informed the relevant competent authority of such status, shall monitor its trading and shall inform INTL FCStone Markets, LLC if it ceases to be “NFC+” as defined under EMIR. Signature: ________________________________ Name (Print):______________________________ Signatory Title (if an entity) or Agent Name (if documents are being executed by an Agent on Applicant’s behalf): ________________________________________

Date: _____________________________ month day year

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ISDA Copyright Notice

The International Swaps and Derivatives Association (“ISDA”) owns the copyrights to the following documents provided as part of this Account Application:

• ISDA General Disclosure Statement for Transactions

• ISDA Disclosure Annex for Commodity Derivatives Transactions

• ISDA Disclosure Annex for Foreign Exchange Transactions

• ISDA Disclosure Annex for Interest Rate Transactions

• ISDA August 2012 Dodd‐Frank Supplement

• ISDA March 2013 Dodd‐Frank Supplement

These disclosure documents are also available on INTL FCStone Markets LLC’s website at

https://www.intlfcstone.com/Account‐Forms/

The use or reference to any ISDA Disclosure Document should be undertaken only after you secure independent legal advice on its provisions.

ISDA makes no warranty or assurance, express or implied, concerning the suitability of any of ISDA’s Disclosure Documents for use in any particular transaction and therefore bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of any of the ISDA Disclosure Documents.

In general, ISDA documents are protected by federal copyright law and international copyright treaties. The unauthorized reproduction and distribution of copyrighted documents may violate U.S. copyright law and international agreements. The ISDA disclosure documents may not be revised, reproduced, displayed or distributed except by market participants documenting their own commercial transactions. In no event may any copyright or trademark notice on these disclosure documents be removed.

https://www.intlfcstone.com/Account-Forms/

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International Swaps and Derivatives Association, Inc.

GENERAL DISCLOSURE STATEMENT FOR TRANSACTIONS

All Applicants: Please click on the following link on INTL FCStone Markets, LLC website to access the complete ISDA General Disclosure Statement for Transactions (“General Disclosure

Statement”): https://www.intlfcstone.com/Account‐Forms/

[__] Please check here to acknowledge that you have read and understand the General Disclosure Statement.

The General Disclosure Statement describes (1) the material characteristics of a wide variety of Transactions; (2) the material risks of such Transactions, including risks related to liquidity and counterparty credit risk; and (3) typical material incentives and conflicts of interest that we may have with respect to such Transactions.

The General Disclosure Statement also provides information regarding certain rights you may have, as follows:

• Scenario Analysis: Prior to entering into a Transaction in any swap that is not available fortrading on a designated contract market or swap execution facility, you may request, andconsult on the design of, a scenario analysis to allow you to assess your potential exposurein connection with such swap. The General Disclosure Statement provides moreinformation on the procedures for preparation of a scenario analysis. Such a scenarioanalysis is not a prediction of actual Transaction results, and there can be no assurancethat the range of assumptions employed will encompass all possible market conditions.

• Select DCO or Clearing Agency: With respect to any swap subject to the mandatoryclearing requirements under Section 2(h) of the Commodity Exchange Act, subject to theterms of any agreement between us and to applicable laws, you have the sole right toselect the derivatives clearing organization (DCO) or clearing agency at which the swapwill be cleared. With respect to any swap that is not subject to these mandatory clearingrequirements but is eligible for clearing, subject to the terms of any agreement betweenus and to applicable laws, you may in your sole discretion elect to clear such swap, and, ifyou so elect, select the DCO or clearing agency at which the swap will be cleared.

• Daily Mark: For uncleared swaps and uncleared security‐based swaps, we will provide youwith a “daily mark” as of the close of business or at such other time that we agree with youin writing. The General Disclosure Statement provides a description of these daily marks.Note that a daily mark does not reflect the actual market price at which an offer would bemade to purchase, sell, enter into, exercise, novate, unwind, terminate or settle aTransaction. Rather, it will represent a mathematical approximation of market values as ofa given date derived from proprietary models and methodologies based on certainassumptions regarding past, present and future market conditions or other factors, orfrom other sources of pricing information (e.g., third party quotes, prices on tradingvenues, or clearinghouse marks for comparable or interpolated Transactions).


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• Option to Segregate Margin: For uncleared Transactions, subject to the terms of anyagreement between us and to applicable laws, you have the right to require segregationof the funds or other property that you provide to us to margin, guarantee, or secure yourobligations, other than with respect to variation margin and provided that the property isof a type that may be held by a third party custodian. Segregated funds will bemaintained in an account with an independent third‐party custodian. You will be requiredto reimburse us for the costs of such custodial arrangements.

• ERISA and Non‐ERISA Special Entity Status: If you are an employee benefit plan defined inSection 3 of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002)(“ERISA”) that is not subject to Title I of ERISA or otherwise defined as a “Special Entity”pursuant to CFTC Rule 23.401(c)(1), (2), (4) or (5), you may elect to be treated as a SpecialEntity pursuant to CFTC Rule 23.401(c)(6).

Please note that Transactions may give rise to significant risks and are intended primarily for

knowledgeable and sophisticated parties that are willing to accept such risks and able to absorb the losses that may arise. Therefore, it is important that you as the Customer or the

person exercising discretion on the Customer’s behalf understand these risks before entering

into any Transactions, regardless of the Customer’s level of prior experience in financial transactions or instruments.

There can be no assurance that a Transaction will provide a Customer with the desired return or achieve the desired hedging objectives.

In addition to the General Disclosure Statement, please check one or more of the following specific product disclosures that apply to you.

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DISCLOSURE ANNEX FOR COMMODITY DERIVATIVE TRANSACTIONS

Please click on the following link on our website to access the complete ISDA Disclosure Annex for Commodity Derivative Transactions (“Commodity Derivative Disclosure Annex”):


[__] Please check here to acknowledge that you have read and understand the Commodity

Derivative Disclosure Annex.

The Commodity Derivative Disclosure Annex supplements and should be read in conjunction with the General Disclosure Statement. Nothing in the Commodity Derivative Disclosure Annex amends or supersedes the express terms of any transaction between you and us or any related governing documentation. Accordingly, descriptions in the Commodity Derivative Disclosure Annex of the operation of Commodity Transactions and the consequences of various events are in all cases subject to the actual terms of a Commodity Transaction executed between you and us and its governing documentation (whether or not such qualification is expressly stated).

The Commodity Derivative Disclosure Annex provides further description of Transactions in which the underliers are physical commodities, contracts for the future delivery of physical commodities, physical events (such as weather, transportation or emissions), rights or indexes relating to physical commodities, contracts for the future delivery of physical commodities or physical events, indices of commodities, or indices of commodity indexes (“Commodity Transactions”).

The Commodity Derivative Disclosure Annex also describes the material risks of such Transactions, including risks related to physical markets, price sources and valuation, and physical settlement, as well as special risks related to specific types of Commodity Transactions.

The terms of a Commodity Transaction may incorporate standard definitions, annexes thereto and other market standard terms, including terms, customs and usages from the physical markets for underliers. Such terms may in turn be amended or customized pursuant to the terms of the Commodity Transaction and its governing documentation. Before entering into a Commodity Transaction, you should obtain and review carefully any such materials incorporated by reference as their content could materially affect your rights and obligations under the Commodity Transaction, its value and its appropriateness for your particular objectives.


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DISCLOSURE ANNEX FOR FOREIGN EXCHANGE TRANSACTIONS

Please click on the following link on our website to access the complete ISDA Disclosure Annex for Foreign Exchange Transactions (“FX Derivative Disclosures Annex”):


[__] Please check here to acknowledge that you have read and understand the FX Derivative

Disclosure Annex.

The FX Derivative Disclosure Annex supplements and should be read in conjunction with the General Disclosure Statement. Nothing in the FX Derivative Disclosure Annex amends or supersedes the express terms of any transaction between you and us or any related governing documentation. Accordingly, descriptions in the FX Derivative Disclosure Annex of the operation of Foreign Exchange Transactions and the consequences of various events are in all cases subject to the actual terms of a Foreign Exchange Transaction executed between you and us and its governing documentation (whether or not such qualification is expressly stated).

The FX Derivative Disclosure Annex provides further description of Transactions in which the

underliers are foreign currencies. The FX Derivative Disclosure Annex also describes the material

risks of such Transactions, including settlement risks and risks related to market disruptions, as

well as special risks related to specific types of FX Transactions.


DISCLOSURE ANNEX FOR INTEREST RATE TRANSACTIONS

Please click on the following link on our website to access the complete ISDA Disclosure Annex

for Interest Rate Transactions (“Interest Rate Transactions Disclosures Annex”):


[__] Please check here to acknowledge that you have read and understand the Interest Rate

Transactions Disclosure Annex.

The Interest Rate Transactions Disclosure Annex supplements and should be read in conjunction with the General Disclosure Statement. Nothing in the Interest Rate Transactions Disclosure Annex amends or supersedes the express terms of any transaction between you and us or any related governing documentation. Accordingly, descriptions in the Interest Rate Transactions Disclosure Annex of the operation of Rates Transactions and the consequences of various events are in all cases subject to the actual terms of a Rates Transaction executed between you and us and its governing documentation (whether or not such qualification is expressly stated).



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The Interest Rate Transactions Disclosure Annex provides further description of Transactions in

which the underliers are interest rates. The Interest Rate Transactions Disclosure Annex also

describes the material risks of such Transactions.

DISCLOSURE OF MATERIAL CONFLICTS OF INTEREST

This document provides you with information about some of the material conflicts of interest that

may arise between you and INTL FCStone Markets, LLC (“IFM”) in connection with IFM performing

services for you with respect to swap and over‐the‐counter OTC) transactions (“Transactions”).

Conflicts of interests can arise in particular when IFM has an economic or other incentive to act, or

persuade you to act, in a way that favors IFM 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 IFM 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.

Under applicable law, you may be permitted to choose the CFTC‐registered derivatives clearing

organization (the “Clearing House”) to which you submit a swap for clearing. IFM may not be a

member of, or may not otherwise be able to submit your swap to the Clearing House of your

choice. IFM consequently has an incentive to persuade you to use a Clearing House of which IFM

or its affiliate is a member. IFM or an affiliate of IFM 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 may be executed and/or cleared. As a result, IFM or its affiliate may receive

financial or other benefits related to its ownership interest when Transactions are executed on a

given Trading Facility or cleared through a given Clearing House, and IFM would, in such

circumstances, have an incentive to cause Transactions to be executed on that Trading Facility or

cleared by that Clearing House. Employees and officers of IFM 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, and 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. IFM 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. These parties 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

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into transactions for its own account or the account of other counterparties that may, at times, be

adverse to your interests in Transactions. In such circumstances, that counterparty may make

payments or pay a commission to IFM 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 and the rules of

the applicable Trading Facility, IFM and 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 IFM or a person affiliated with IFM has a

direct or indirect interest, or may effect any such order with a counterparty that provides IFM or

its affiliates with discounts related to fees for Transactions or other products. In cases where we

have offered you a discounted commission or clearing fee for Transactions executed through IFM

as agent or with IFM or its affiliate acting as counterparty, IFM or its affiliate may be doing so

because of the enhanced profit potential resulting from acting as executing broker or

counterparty.

IFM 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, IFM, 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, Transactions or

related financial instruments 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 IFM or its affiliate to you, and unless

otherwise disclosed in writing or required pursuant to regulation, we are not necessarily acting in

your best interest and are not assessing the suitability for you of any Transactions or related

financial instruments. Acting in one or more of the capacities noted above may give IFM or its

affiliate access to information relating to markets, investments and products. As a result, IFM 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 Transactions or other financial

instruments. IFM 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.

NOTICE OF CERTAIN RIGHTS WITH RESPECT TO CLEARING SWAPS

With respect to any swap that is subject to the mandatory clearing requirements under Section 2(h) of the Commodity Exchange Act, subject to the terms of any agreement between us and to applicable laws, you have the sole right to select the derivatives clearing organization or clearing agency at which the swap will be cleared. With respect to any swap that is not subject to these mandatory clearing requirements but is eligible for clearing, subject to the terms of any agreement between us and to applicable laws, you may in your sole discretion elect to clear such swap, and, if you so elect, select the derivatives clearing organization or clearing agency at which the swap will be cleared. IFM’s conflict of interest rules prohibit sales personnel from negotiating or agreeing to prices for the provision of clearing services.

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NOTICE OF MARK‐UP AND COMMISSION STRUCTURE

IFM will provide you with a “daily mark” for uncleared swaps each day as of the close of business or at

such other time as we agree in writing. Daily marks will not reflect the actual market price at which an

offer would be made to enter into a Transaction with you, or to novate, unwind, terminate or settle a

Transaction. In addition, our margin calls may be based on factors other than the daily mark or the

valuation of the swap on our books. IFM uses a third party vendor to prepare its daily marks, based on

valuation techniques used by our third‐party vendor described below and reserve the right to replace our

third‐party vendor at any time. We also reserve the right to alter, replace or vary valuation techniques,

methodologies and assumptions from time to time, and if materials, we will disclose such changes. IFM

relies on its third‐party vendor to supply both valuation models and the vast majority of market data used

as pricing inputs. In rare cases, pricing data is sourced from a broker or other vendor more closely

associated with trading a specialty product, and manually entered into the firm’s third party vendor

system. The pricing algorithms used by our vendor are based upon industry‐standard models to price

derivatives, such as:

• European options: Black‐Scholes

• American options: Modified Black‐Scholes (similar to Whaley)

• Asian options: Moment‐matching method (similar to Turnbull & Wakeman)

• FX options: Vanna‐Volga model with an adjustment for foreign‐domestic interest rates

• Spread options: Proprietary method, leveraging numerical integration

• Barrier options: Leverages Heynan & Kat (1994), with proprietary extensions for differing

window permutations; automatically falls back to Black‐Scholes if option is knocked‐in

• Digital options: Modified Black‐Scholes, similar to Reiner‐Rubinstein (1991)

As the volatility of an asset is a required input to option models and is not directly observable, certain

estimates must be made regarding the volatility parameter, based on observable prices, historical volatility,

and others factors. The vendor’s volatility grid is produced using the following methodology:

• Option settlement prices are collected from various exchanges and vendors

• Using standard Black‐Scholes (for European options) or Whaley (for American options), implied

volatility and deltas are backed out from out‐of‐the‐money call and put prices

• The deltas and volatilities of the traded options are used to interpolate/extrapolate a standardized

delta‐based volatility grid

If the option is a term option (i.e., expires on the standard exchange expiry day), then the volatility grid is

used without modifications. If the option is an over‐the‐counter (OTC) option that expires early, then the

vendor’s Early Expiry Vol (EEV) model will be used to determine the volatility. The EEV model is a 2‐factor

model based on Gabillon (1992). The two factors are the short vol, (volatility of the nearby, or spot,

contract) and long vol (extrapolated from the volatility of the most far‐dated contract), as well as the

correlation between the long and short vols. Using those parameters, one can calculate an early expiry

volatility. The daily marks provided will not include the compensation we receive in connection with your

transactions, and thus will vary from the actual price you receive and the value at which we carry the

transaction on our books. The daily mark is intended to be the theoretical fair value of the transaction, not

the price we have offered to deal (which includes our compensation). The prices at which we offer to deal

are our own prices, and may be more or less than what you would receive from another dealer. In this

regard, we do not purport to offer best execution on your behalf. The amount of commission to be charged

in connection with a given trade will be agreed to in writing in advance.

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NOTICE OF PROCEDURE FOR CLIENT COMPLAINTS

In the event that you wish to bring a complaint to our attention that you were unable to resolve directly with your Account Representative, you may direct your complaint to the INTL FCStone Markets, LLC (“IFM”) Compliance Department at the following address: INTL FCStone Markets, LLC c/o Chief Compliance Officer, 230 S LaSalle St, Chicago, IL 60604. Alternatively, complaints may be emailed to: [email protected] or may be made by telephone at (312) 789‐2517 or (312) 780‐6700. Please note that if you decide to register your complaint viatelephone, you must follow up with IFM via email or in writing within 10 business days. Anycomplaint must include your name, address and IFM account number. In addition, the complaintmust contain the name of the IFM employee(s) that the complaint relates to and a detaileddescription of the nature of the complaint.

ELECTION TO RECEIVE PRE‐TRADE INFORMATION IN WRITING

Pursuant to CFTC regulations, prior to entering into any swap, foreign exchange forward or foreign

exchange swap with you, IFM is required to provide you with a pre‐trade “mid‐market mark” (a

theoretical fair value of the transaction, which may or may not be the same as the price we have

offered to you and which will not include our commission), and a description of the material

economic terms of the transaction. If you agree, IFM may provide these disclosures orally to you.

Otherwise, IFM will provide these disclosures in writing (including via email). You can change your

election at any time by contacting your account representative.

Please indicate below whether you choose to receive pre‐trade mid‐market marks and transaction

descriptions orally or in writing, and sign below to confirm this election:

[__] Customer elects to receive pre‐trade mid‐market marks and descriptions of the

material economic terms of transactions orally.

OR

[__] Customer elects to receive pre‐trade mid‐market marks and descriptions of the

material economic terms of transactions in writing.

Customer Signature: ________________________________

Customer Name (Print):______________________________

Signatory Title (if Customer is an entity) or Agent Name (if documents are being executed by an

Agent on behalf of Customer): ________________________________________

Date: _____________________________ month day year

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ELECTION REGARDING SEGREGATION OF INITIAL MARGIN

If you post initial margin with IFM with respect to uncleared swaps, you have the legal right to require that

such initial margin be held in a separate bank account maintained for your benefit with a third party

custodian bank. Otherwise, we will hold all initial margin deposited by you in an account that is

commingled with margin deposited by other customers. This right is only applicable to initial margin and is

not applicable to variation margin that you may be required to post with us with respect to uncleared

swaps.

You have the right to elect to segregate your initial margin at any time, even if you have previously not

elected to do so, by notifying your IFM Account Representative. If you elect to segregate your initial

margin, you will need to work with us and a custodial bank to establish a customer relationship with that

bank. You will be responsible for the costs of such banking relationship, and we will invoice you for these

costs to the extent that the custodial bank does not do so directly. Custodian fees and charges may vary

based on a number of factors, including but not limited to the nature and extent of the relationship with a

custodian, the nature of custodial assets to be held, the nature and extent of custodial and reporting

services required, and the expected frequency of collateral transfers. In addition, segregation of initial

margin may entail fees or other transaction costs charged by us. Such charges would be determined either

at the time of trade or as otherwise agreed between you and us, and may vary by counterparty and

transaction based on a number of factors, including but not limited to our prevailing cost of funding and

the nature of the transaction concerned. These charges would be in addition to any commission or mark‐

up we charge with respect to a transaction. If you do not elect to segregate your initial margin with respect

to a transaction, we retain the right to use, or “rehypothecate,” initial margin you may deposit with us as

collateral in connection with offsetting transactions that we enter into in order to hedge our risk in

connection with that transaction with you. We also retain this right with respect to variation margin,

irrespective of whether you choose to segregate your initial margin.

Please indicate below whether you choose to have your initial margin segregated with a third‐party

custodian, and sign below to confirm this election:

[__] Customer elects to require segregation of initial margin

OR

[__] Customer elects NOT to require segregation of initial margin


Customer Name (Print):______________________________ Date: ______________

Signatory Title (if Customer is an entity) or Agent Name (if documents are being executed by an Agent on

behalf of Customer): ________________________________________

month day year

15

ACKNOWLEDGEMENT OF SWAPS DISCLOSURES

Please sign below to acknowledge that you have received, read and understand the following

disclosure documents:

• ISDA Copyright Notice

• ISDA General Disclosure Statement for Transactions

• ISDA August 2012 Dodd‐Frank Supplement

• ISDA March 2013 Dodd‐Frank Supplement

• INTL FCStone Markets, LLC Disclosure of Material Conflicts of Interest

• INTL FCStone Markets, LLC Notice of Certain Rights with Respect to Clearing of Swaps

• INTL FCStone Markets, LLC Notice of Mark‐Up and Commission Structure

• INTL FCStone Markets, LLC Notice of Procedures for Reporting Client Complaints

• INTL FCStone Markets, LLC Notice of Right to Segregate Initial Margin

Please check the box to indicate which swaps you elect to transact and acknowledge that you have

received, read and understand the following disclosure document(s):

• ISDA Disclosure Annex for Commodity Derivative Transactions [___]

• ISDA Disclosure Annex for Foreign Exchange Transactions [___]

• ISDA Disclosure Annex for Interest Rate Transactions [___]

Customer Signature: ________________________________ Customer Name (Print):______________________________ Signatory Title (if Customer is an entity) or Agent Name (if documents are being executed by an Agent on behalf of Customer): ________________________________________ Date: _____________________________

month day year

16

INTL FCSTONE MARKETS, LLC

TERMS OF BUSINESS

This Terms of Business agreement for swaps and

over‐the‐counter (OTC) derivatives (the

“Agreement”) is dated ______between INTL

FCStone Markets, LLC, an Iowa limited liability

company (“IFM”) and

___________________________ an eligible contract

participant (“ECP”) within the meaning of Section

1a(18) of the Commodity Exchange Act, as amended

organized under the laws of

_________________________________

(“Counterparty”), each referred to individually as a

“Party” or collectively as the “Parties” and

supersedes all prior agreements between the Parties

with respect to its subject matter and constitutes,

along with the documents referred to in this

Agreement and the Account Application, a complete

and exclusive statement of the terms of the

Agreement between the Parties with respect to its

subject matter.

ARTICLE 1 Scope of Agreement, Definitions

and Contracting Procedure

1.1 Scope. This Agreement governs

each transaction defined by the CEA as a “swap,”

including any “foreign exchange swap” and “foreign

exchange forward” as defined in the CEA (each a

“Transaction”) that the Parties may enter into from

time to time after the date of this Agreement.

1.2 Definitions. Capitalized terms used

in this Agreement are defined in Exhibit A hereto, or,

if not defined in Exhibit A hereto, have the meanings

given in the 2006 ISDA Definitions published by ISDA

and, as applicable, the 2005 ISDA Commodity

Definitions published by ISDA, the 1998 FX and

Currency Option Definitions published by ISDA, the

Emerging Markets Traders Association and The

Foreign Exchange Committee, and any other

definitions specified in the relevant Confirmation for

such Transaction, as published by or in conjunction

with ISDA (collectively, the “Definitions”), except

that any references to “Swap Transactions” in the

Definitions will be deemed to be references to

“Transactions.” The Definitions are incorporated by

reference in, and made part of, this Agreement and

each relevant Confirmation as if set forth in full in

this Agreement and such Confirmation.

1.3 Single Agreement. The Parties may

agree from time to time to enter into one or more

Transactions, each of which shall be governed by this

Agreement and the Confirmation with respect to

such Transaction. In the event of any inconsistency

between the terms of a specific Transaction (as set

forth in the Confirmation for such Transaction) and

any provision of this Agreement, the terms of such

Confirmation shall control. This Agreement

(including all exhibits and annexes hereto), all

Confirmations, the Account Application, and all

documents incorporated by reference therein form a

single agreement between the Parties. Counterparty

acknowledges and agrees that it is bound by the

elections made by Counterparty in the Account

Application.

1.4 Limited Undertaking. Neither

Party commits, by entering into this Agreement, to

enter into any individual Transaction with the other

Party.

1.5 Confirmations. The Parties intend

that they are legally bound by the terms of each

Transaction from the moment they agree to those

terms (whether orally or otherwise). On or promptly

following the date on which the Parties reach

agreement on the terms of a Transaction, IFM will

send a Confirmation to Counterparty via email

outlining the commercial terms of such Transaction.

Counterparty will immediately review the terms of

each Transaction Confirmation to determine if it

accurately reflects Counterparty’s understanding of

the terms of the Transaction, and if Counterparty

believes the terms reflected in the Confirmation

accurately reflect the Transaction, Counterparty

shall confirm the same to IFM via email. If

Counterparty believes there is any discrepancy

between its understanding of the Transaction and

the terms reflected in the Confirmation,

Counterparty shall contact IFM via email (as set forth

below) within two Business Days of receiving the

Confirmation. If Counterparty has not accepted or

disputed a Confirmation in the manner set forth

above within two Business Days of receipt thereof,

Counterparty will be deemed to have accepted all

terms of such Confirmation absent manifest error.

17

ARTICLE 2 Payments, Margin and Netting.

2.1 Payments. Each Party will make

each payment or delivery specified in each

Confirmation to be made by it, subject to the other

provisions of this Agreement. Payments shall be

made on the due date, in the currency and to the

account, each as specified in the Account Application

or if not set forth in the Account Application, the

relevant Confirmation. Where settlement is by

delivery rather than by payment, delivery will be

made for receipt on the due date in the manner

customary for the relevant obligation unless

otherwise specified in the relevant Confirmation.

2.2 Early Termination. The Parties

may liquidate or terminate a Transaction prior to

maturity by written consent of both Parties, subject

to a payment based upon revised Transaction terms

adjusted to reflect prevailing rates over the

remaining term of the Transaction. Any such

payment shall be calculated by IFM.

2.3 Initial Margin. As security to

maintain the Counterparty’s position for each

Transaction, IFM may request Counterparty to pay

IFM an amount of cash calculated by IFM in its sole

discretion as “Initial Margin.” Payment of Initial

Margin for a Transaction shall be made on the day

such Transaction is initiated, as specified in the

relevant Confirmation. IFM may reject or delay any

Transaction prior to the payment of Initial Margin.

2.4 Variation Margin. As further

security to maintain the Counterparty’s position for

each Transaction, Counterparty shall pay to IFM daily

variation margin in the amount calculated by IFM in

its sole discretion (“Variation Margin”). If IFM

provides notice by 11:00 am New York time on any

Business Day to Counterparty that a payment of

Variation Margin is required, Counterparty shall pay

such Variation Margin by 5:00 pm New York time on

the same Business Day. If IFM provides any such

notice after 11:00 am New York time on a Business

Day, Counterparty shall pay the Variation Margin

specified in such notice by 12:00 pm New York Time

on the next Business Day. Upon Counterparty’s

request, IFM may return excess amounts of Variation

Margin (as determined by IFM in its sole discretion),

provided, that in no event shall the total amount of

Initial Margin and Variation Margin deposited by

Counterparty with respect to any Transaction be less

than the Initial Margin with respect to such

Transaction.

2.5 Use of Margin. Counterparty

hereby pledges to IFM, as security for its obligations

hereunder and under all Transactions, and grants to

IFM a first priority continuing security interest in,

lien on and right of set‐off against all Margin

transferred to or received by IFM hereunder. Upon

the transfer by IFM to Counterparty of any Margin,

the security interest and lien granted hereunder on

that Margin will be released immediately, without

any further action by either party. IFM shall be

entitled to hold Variation Margin and, subject to any

elections made by Counterparty in the Account

Application, Initial Margin, itself or to appoint an

agent (a “Custodian”) to hold Margin on its behalf.

Upon Counterparty’s election or notice by IFM to

Counterparty of the appointment of a Custodian, or

Counterparty’s election to appoint a Custodian,

Counterparty’s obligations to make any transfer of

Margin will be discharged by making the transfer to

that Custodian. The holding of Margin by a

Custodian will be deemed to be the holding of that

Margin by IFM. Subject to any elections made by

Counterparty in the Account Application with

respect to Initial Margin, IFM shall be entitled to

pledge, rehypothecate, invest, use, and commingle

Margin deposited by Counterparty, free from any

claim or right of any nature whatsoever. Upon the

occurrence of an Event of Default with respect to

Counterparty, IFM may exercise all rights as a

secured party under Law or in contract, including the

right to immediately apply Margin deposited by

Counterparty against any amounts owed to IFM by

Counterparty hereunder or under any other

agreement. Following the termination of a

Transaction, IFM shall return to Counterparty any

Margin deposited by Counterparty with respect to

such Transaction, net of any amounts owed by

Counterparty with respect to such Transaction.

Counterparty shall not be entitled to interest on any

Margin deposited with IFM.

2.6 Next Business Day. If a payment is

due under this Agreement on a day that is not a

Business Day, then such payment shall be made on

the next Business Day following the due date.

2.7 Netting of Payment Obligations. If

payments are due from both Parties on the same

day in the same currency, the Parties shall net the

amounts due to one Party against the amounts due

18

to the other Party, with the Party owing the greater

aggregate amount paying to the other Party the

difference between the amounts owed.

2.8 Default Interest. If a Party fails to

remit any amount payable by it when due, interest

on such unpaid portion shall accrue at the Default

Interest Rate from (and including) the due date to

(but excluding) the actual date of payment.

2.9 Condition Precedent for Payment.

Each obligation of each Party to pay any amount due

under this Agreement (other than an amount that is

due under Articles 5 or 6) is subject to the condition

precedent that no Event of Default (or event, act or

omission which, with the passing of time and/or the

giving of notice, will give rise to an Event of Default)

has occurred and is continuing with respect to the

other Party, provided, that any deferred payment

obligation shall be accounted for and settled on a

net basis on the later of (a) the date the relevant

Event of Default or potential Event of Default is

cured or waived, and (b) the scheduled termination

date of the Transaction with the latest scheduled

termination date in existence on the date the

deferral commences.

2.10 Tax Forms, Documents or

Certificates. Each Party agrees to promptly provide

to the other Party (or to such government or taxing

authority as the other Party reasonably directs), any

form, certificate or document required or reasonably

requested by the other Party in order to allow such

other Party to make a payment under the

Agreement without any deduction or withholding for

or on account of any tax, or with such deduction or

withholding at a reduced rate.

2.11 Disputed Statements. If

Counterparty, in good faith, disputes the amount (in

whole or in part) of any invoice, statement or other

payment demand, Counterparty shall pay to IFM the

undisputed portion thereof, and the Parties shall

work in good faith to resolve the dispute. If it is

ultimately determined that Counterparty owes all or

a portion of the disputed amount, Counterparty shall

immediately pay to IFM that amount upon such

determination with interest at the Default Interest

Rate from and including the original due date to but

excluding the date payment is actually made.

2.12 Verification of Information. In the

event of a good faith dispute regarding payments to

be made pursuant to any Transaction, each Party

shall have the right to verify the accuracy of any

invoice, payment demand, charge, payment or

computation made under this Agreement by

requesting copies of relevant portions of the books

and records of the other Party, which records the

other Party shall provide within a reasonable time.

Any request for verification must be made within

one (1) year after the date of the invoice or other

item with respect to which the request is made.

ARTICLE 3 Representations and Warranties

3.1 Mutual Representations and

Warranties. Each Party represents and warrants to

the other Party, as of the date of this Agreement

(which representations will be deemed to be

repeated by each Party on each date on which a

Transaction is entered into):

(a) It is either an individual, or an

entity duly organized and validly existing under the

laws of the jurisdiction of its organization or

incorporation and, if relevant under such laws, in

good standing, as described in the Account

Application;

(b) It is either an individual or a

corporation, limited liability company or partnership

or other entity described in the Account Application,

and as applicable, created or organized under the

laws of the jurisdiction identified on the first page of

this Agreement, and it is a taxpayer of the

jurisdiction identified in Section 7.1(a) below;

(c) It has the power to execute this

Agreement and all other documents relating hereto

to which it is a party (including the Account

Application), to deliver this Agreement and each

other document relating hereto that it is required

hereby to deliver (including the Account

Application), to perform its obligations under this

Agreement and any obligations it has under any

document relating hereto to which it is a party

(including the Account Application), and has taken all

necessary action to authorize such execution,

delivery and performance;

(d) Such execution, delivery and

performance do not violate or conflict with any Law

applicable to it, any provision of its constitutional

documents, any order or judgment of any court or

other agency of government applicable to it or any

19

of its assets or any contractual restriction binding on

or affecting it or any of its assets;

(e) All governmental and other

authorizations, approvals, consents, notices and

filings that are required to have been obtained or

submitted by it with respect to this Agreement or

any document relating hereto to which it is a party

have been obtained or submitted and are in full

force and effect and all conditions of any such

authorizations, approvals, consents, notices and

filings have been complied with;

(f) Its obligations under this

Agreement and any other document relating hereto

to which it is a party constitute its legal, valid and

binding obligations, enforceable in accordance with

their respective terms (subject to applicable

bankruptcy, reorganization, insolvency, moratorium

or similar laws affecting creditors’ rights generally

and subject, as to enforceability, to equitable

principles of general application regardless of

whether enforcement is sought in a proceeding in

equity or at law);

(g) No Event of Default with respect to

it, or event which with notice and/or lapse of time

would constitute an Event of Default, has occurred

and is continuing and no such event or circumstance

would occur as a result of its entering into or

performing its obligations under this Agreement or

any document relating hereto to which it is a party;

(h) There is not pending or, to its

knowledge, threatened against it or any of its

Affiliates any action, suit or proceeding at law or in

equity or before any court, tribunal, governmental

body, agency or official or any arbitrator that is likely

to affect the legality, validity or enforceability

against it of this Agreement or any document

relating hereto to which it is a party or its ability to

perform its obligations under the same;

(i) It has made its own independent

decision to enter into each Transaction and as to

whether such Transaction is suitable or appropriate

for it based upon its own judgment and upon advice

from its advisors that are unaffiliated with IFM as it

has deemed necessary;

(j) It is not relying on any communication

(written or oral) of the other Party as investment

advice or as a recommendation to enter into that

Transaction;

(k) It is not deeming any communication

(written or oral) received from the other Party to be

an assurance or guarantee as to the expected results

of any Transaction;

(l) It is capable of assessing the risks and the

merits of and understanding, and understands and

accepts, the terms, conditions and risks of that

Transaction; and

(m) It is capable of assuming, and assumes,

the risks of the Transaction;

(n) The other Party has not given to it

any assurance or guarantee as to the expected

performance or result of this Agreement or any or all

Transactions and Confirmations thereof;

(o) All information furnished in writing

by or on behalf of it to the other Party was, on the

date of its preparation, true, accurate and complete

in every material aspect, such information continues

to be true, accurate and complete in every material

respect, and if there is a material change in the

furnished information, it will provide updated

information to the other Party within a reasonable

period of time; and

(p) It is not required by any applicable

Law, as modified by the practice of any relevant

governmental revenue authority, to make any

deduction or withholding for or on account of any

Tax from any payment (other than payment of

interest ) to be made by it to the other Party under

this Agreement.

3.2 Representations and Warranties of

Counterparty. Counterparty represents and

warrants to IFM, as of the date of this Agreement

(which representations will be deemed to be

repeated by Counterparty on each date on which a

Transaction is entered into):

(a) Counterparty is an “eligible

contract participant” as defined in the CEA;

(b) The information delivered by or on

behalf of Counterparty in its Account Application is

true, accurate and complete in all respects. All

elections, representations, warranties and covenants

20

made by Counterparty in such Account Application

were authorized by Counterparty and are binding on

Counterparty in accordance with their terms; and

(c) Counterparty shall notify IFM

promptly (and in any event prior to entering into any

Transaction) in the event any of the representations

made by Counterparty in this Agreement or in the

Account Application cease to be true and correct in

all material respects.

3.3 Agreement to Furnish Information.

Counterparty agrees to deliver to IFM, at or before

the execution of this Agreement, a certified copy of

a Certificate of Authority, Incumbency and Specimen

Signatures and Resolutions adopted by

Counterparty’s Board of Directors, or relevant

committee of the Board of Directors, authorizing the

execution, delivery and performance of this

Agreement and the Transactions contemplated

hereunder.

3.4 Further Protocols. The Parties

hereby agree that the Counterparty shall adopt all

applicable Protocol elected by it in the Account

Application and the Counterparty shall provide all

information required by the Protocol or IFM, in

order to make such elections. The Parties further

acknowledge that ISDA and other organizations will

publish further protocols, suggested amendments,

market conventions and other standard contractual

provisions (collectively, “Protocols”) intended to

enhance the Parties’ compliance with the CEA and

other applicable Law, or to facilitate the orderly

processing of Transactions. The Parties agree to

work in good faith to incorporate such Protocols as

are applicable to the relationship of the Parties

under this Agreement. Without limitation of the

foregoing, the Parties specifically anticipate

incorporating further DF Protocols to be published

by ISDA (each, a “Further DF Protocol”), and if IFM

notifies Counterparty in writing that the provisions

of any Further DF Protocol shall be incorporated in

this Agreement, the provisions of such Further DF

Protocol shall be deemed incorporated as of the

date of such notice. In the event Counterparty

disagrees with the incorporation of such Further DF

Protocol, IFM may elect to terminate this Agreement

and all Transactions, other than those Protocols that

require Counterparty to provide IFM information in

connection with the Protocol or Protocols that

require Counterparty’s express election.

3.5 Cleared Transactions. In the event

that a Transaction is subject to mandatory clearing

under Law, or Counterparty elects to clear a

Transaction, upon acceptance of such Transaction by

a derivatives clearing organization:

(a) The original Transaction shall be

automatically extinguished;

(b) The original Transaction shall be

replaced by equal and opposite Transactions with

the derivatives clearing organization; and

(c) All terms of the Transaction shall

conform to the product specifications of the cleared

Transaction established under the derivatives

clearing organization's rules.

ARTICLE 4 Financial & Regulatory Information

4.1 Financial Information.

Counterparty shall deliver to IFM within 120 days

following the end of each fiscal year a copy of its

annual report and the annual report of its

Guarantor, if any, containing in each case audited

consolidated financial statements for such fiscal year

certified by independent certified public

accountants. If requested by IFM, Counterparty shall

deliver within ninety (90) days after the end of each

of its (and its Guarantor’s) first three fiscal quarters

of each fiscal year, a copy of its quarterly report and

the quarterly report of its Guarantor, if any,

containing unaudited consolidated financial

statements for such fiscal quarter. In all cases the

statements shall be for the most recent accounting

period and prepared in accordance with accounting

principles that are generally accepted in

Counterparty’s country of organization; provided,

that if any such statements are not available timely

due to a delay in preparation or certification, such

delay shall not be considered a default so long as

such Party diligently pursues the preparation,

certification and delivery of the same. If such

audited financial statements are not prepared on

behalf of Counterparty or its Guarantor (if

applicable), Counterparty shall provide a

consolidated balance sheet and income statement as

of the end of each of its fiscal quarters, with the

applicable balance sheet and income statement

delivered with respect to the fourth quarter of

Counterparty’s or its Guarantor’s fiscal year

containing annual information. If Counterparty or its

Guarantor is an individual, Counterparty shall

21

provide such financial information as may be

otherwise agreed with IFM.

4.2 Additional Information. Each Party

agrees promptly to provide the other Party with any

information reasonably requested by such other

party to enable such other party to comply with the

CEA and other applicable Law in connection with any

Transaction outstanding between the Parties

hereunder. Each Party further agrees to enter into

additional reasonable documentation or modify

existing documentation between the Parties to

satisfy the requirements imposed upon one or both

of the parties by the CEA.

ARTICLE 5 Events of Default

5.1 Remedies Upon Event of Default.

Upon an Event of Default, the Performing Party may

do one or more of the following with respect to the

Defaulting Party:

(a) Withhold or suspend all payments

to the Defaulting Party required hereunder; and

(b) Upon written notice to the

Defaulting Party, which notice shall be given not less

than two Business Days and shall not exceed thirty

(30) Business Days’ prior to the Early Termination

Date, designate in such written notice an Early

Termination Date with respect to any or all

Transactions outstanding at the time immediately

preceding the Early Termination Date (the

“Terminated Transactions”); provided, however,

that with respect to a Party, where an Event of

Default described in clause (c) of the definition of an

Event of Default in Exhibit A below, is governed by a

system of law which does not permit termination to

take place after the occurrence of the relevant Event

of Default, then an Early Termination Date shall be

deemed to have occurred immediately prior to any

such Event of Default and no prior written notice

shall be required. Neither Party shall have any

obligation with respect to a Terminated Transaction

other than an obligation to pay a Net Settlement

Amount if applicable.

5.2 Enforcement of Remedies. The

Performing Party may enforce any of its remedies

under this Agreement or any Related Agreement

successively or concurrently at its option. All of the

remedies set forth in this Agreement are in addition

to all other remedies available to the Performing

Party at law or in equity.

5.3 Net Settlement Amount. Upon the

occurrence or designation of an Early Termination

Date pursuant to Section 5.1(b), the Performing

Party shall compute and shall notify the Defaulting

Party of the Net Settlement Amount. Payment of

the Net Settlement Amount shall be due within one

(1) Business Day after (i) the date of computation in

the case of any amount owing under this Section by

the Performing Party, or (ii) the Defaulting Party’s

receipt of notice of the Net Settlement Amount in

the case of any amount owing under this Section by

the Defaulting Party. A Net Settlement Amount shall

bear interest from (and including) the Early

Termination Date until the date such amount is paid

at the Default Interest Rate (for the Defaulting Party)

or the Default Interest Rate minus 1% (for the

Performing Party).

5.4 Setoff. In the event of termination

and liquidation upon the occurrence or designation

of an Early Termination Date pursuant to Section 5.1,

IFM shall have the right (but shall not be obliged)

without prior notice to Counterparty or any other

person to set off any obligation of Counterparty

owing to IFM or any Affiliate of IFM (whether or not

arising under this Agreement, whether or not

matured, whether or not contingent and regardless

of the currency, place of payment or booking office

of the obligation) against any obligation of IFM or

any Affiliate of IFM owing to Counterparty (whether

or not arising under this Agreement, whether or not

matured, and regardless of the currency, place of

payment or booking office of the obligation),

provided that any amount not then due and payable

that is included in such setoff, shall, if appropriate,

be discounted to present value in a commercially

reasonable manner by IFM. Each Party reserves to

itself all other rights to which it is or may be entitled

arising with respect to the other Party under this

Agreement or any Confirmation or under Law. For

the purpose of cross‐currency set‐off, IFM may

convert either obligation at the applicable market

exchange rate selected by IFM on the relevant date.

This Section 5.4 shall not constitute or create a

mortgage, charge, lien or other security interest

upon any of the property or assets of either party to

this Agreement.

22

5.5 Liquidated Damages. The Parties

agree that any amount recoverable under this Article

5 is a reasonable pre‐estimate of loss and not a

penalty. Such amount is payable for the loss of

bargain and the loss of protection against future

risks and, except as otherwise expressly provided in

this Agreement, neither Party will be entitled to

recover additional damages as a consequence of the

termination of the Terminated Transactions.

ARTICLE 6 Event of Change/Accelerated

Termination

6.1 Event of Change. “Event of

Change” means the enactment, promulgation,

execution or ratification of, or any change in or

amendment to, any Law (or the application or

interpretation of any Law, as determined by a court

or regulatory authority of competent jurisdiction or

as determined by the opinion of independent

counsel mutually acceptable to the Parties) that

occurs after the Trade Date of a Transaction which

would result in (a) the imposition of a new tax in a

material amount by any government or taxing

authority upon the making of payments (other than

payments of interest by either of the Parties with

respect to such Transaction); or (b) the performance

of any obligation of either of the Parties under such

Transaction being unlawful.

If an occurrence that would give rise to an Event of

Default also constitutes an Event of Change, such

occurrence will be treated as an Event of Change.

6.2 Good Faith Efforts. Upon the

occurrence of an Event of Change with respect to an

Affected Transaction, the Parties agree to use

reasonable efforts to make arrangements to avoid

the Event of Change; provided that this subsection

will not impose on either Party any obligation other

than to negotiate in good faith to make

arrangements that will not adversely affect such

Party.

6.3 Accelerated Termination Date. If

an Event of Change has occurred and is continuing

with respect to an Affected Transaction, and if within

twenty (20) Business Days of such occurrence an

arrangement is not made pursuant to Section 6.2

above, then either Party may designate an

accelerated termination date (“Accelerated

Termination Date”) with respect to such Affected

Transaction upon two (2) Business Days’ notice to

the other Party. The Party not adversely affected by

the governmental or judicial action that is an Event

of Change may elect to preserve any or all of the

Affected Transactions by agreeing in writing, prior to

the effectiveness of such notice of Accelerated

Termination Date, to hold harmless the adversely

affected Party pending reconsideration by such

regulatory agency or court, or for the remaining

term of the Transaction(s). Upon the designation of

an Accelerated Termination Date with respect to an

Affected Transaction, each Party shall deliver to the

other Party a certificate containing in reasonable

detail a computation, accompanied by such

corroborating documentation as the other Party may

reasonably request, of the Market Value of such

Affected Transaction as determined by it. The

payment to be made for such Affected Transaction

will be equal to one‐half of the difference between

the Market Value determined by the Party (“X”) with

the higher Market Value and the Market Value

determined by the Party (“Y”) with the lower Market

Value. X shall pay to Y the amount of the payment

calculated pursuant to this Section 6.3 within two (2)

Business Days after the Accelerated Termination

Date. The intent of this Article 6 is to leave neither

Party with an unfair burden as a result of an Event of

Change.

ARTICLE 7 Notices and Payments

7.1 Methods. All invoices, statements,

notices, and communications (and including, without

limitation, notices pursuant to Article 5.1 and Article

6.3, and any notices of complaints made by

Counterparty to IFM) made pursuant to this

Agreement shall be in writing and made as follows:

(a) All written communications to the

other Party shall be sent by first class, registered,

certified or express mail, return receipt requested,

postage prepaid, or by comparable delivery service,

or by hand, by facsimile (with the original sent by

first class mail) or by email addressed as follows:

23

To IFM:


1251 NW Briarcliff Parkway‐Suite 800

Kansas City, Missouri 64116

Attention: Chief Financial Officer

Facsimile No.: 816‐410‐7454

Telephone No.: 816‐410‐7129

Email: [email protected]

Copies to:


1251 NW Briarcliff Parkway‐Suite 800

Kansas City, Missouri 64116

Attention: Chief Risk Officer Telephone No.: 816‐410‐7145

Email: [email protected]

Tax Jurisdiction: U.S.

Tax Identification No.:42‐1481604

To COUNTERPARTY:

____________________________________

ATTN:

PHONE:

FAX:

EMAIL: ____________________________

Tax Jurisdiction: _____________________

Tax Identification No.:

(b) Either Party may modify any

information specified in this Section 7.1 by giving

written notice to the other Party.

7.2 Receipt. All written

communications made as provided in Section 7.1

shall be deemed given upon receipt by the Party to

which addressed which, in the case of facsimile or

email, shall be deemed to occur at the time

transmitted on any Business Day. All payments due

under this Agreement shall be deemed received

upon their unconditional availability as good funds in

the payment account of the receiving Party specified

in Section 7.1.

ARTICLE 8 General Provisions

8.1 Entire Agreement; Modification.

The terms of this Agreement (including the Account

Application and all documents incorporated by

reference therein) and the Confirmation for any

Transaction entered into pursuant to this Agreement

constitute the entire agreement between the Parties

with respect to the matters set forth in this

Agreement and with respect to any Transaction and

supersede any and all negotiations, agreements, and

expressions of intent, written or oral, prior hereto.

Except as set forth in Section 8.5, this Agreement

may be modified only by written agreement

executed by both Parties. This Agreement (including

the Account Application and all documents

incorporated by reference therein), any

Confirmation, and any modification of the foregoing

may be executed and delivered in counterparts,

including by a facsimile or email transmission

thereof, each of which shall be deemed an original.

8.2 No Waiver. No waiver by either

Party of any one or more defaults by the other Party

in the performance of any of the provisions of this

Agreement or the Confirmation for any Transaction

shall operate or be construed as a waiver of any

other default or defaults whether of a like kind or

different nature. Any failure or delay by either Party

to exercise any right, in whole or in part, will not be

construed as a waiver of the right to exercise the

same or any other right at any time and from time to

time hereunder.

8.3 Headings. The headings used for

the articles and sections herein are for convenience

only and shall not affect the meaning or

interpretation of the provisions of this Agreement or

any Transaction or Confirmation hereunder.

8.4 Confidentiality. All Confidential

Information shall be held and treated by the Parties

and their agents in confidence, used solely in

connection with this Agreement, and shall not,

except as hereinafter provided, be disclosed to any

third party without the other Party’s prior written

consent except (i) as may be required by Law, (ii) in

response to a request from a governmental body or

regulator, in each case having or asserting

( ) -

( ) -

24

jurisdiction over the relevant Party, or (iii) as

necessary to permit enforcement of this Agreement.

In the event that either Party (a “Disclosing Party”) is

otherwise requested or required to disclose any

Confidential Information, the Disclosing Party shall

provide the other Party with prompt written notice

of any such request or requirement, if such notice is

practicable and, based on advice of the Disclosing

Party’s counsel, permitted by Law, so that the other

Party may seek an appropriate protective order or

waive compliance with the provisions of this

Agreement. If, failing the entry of a protective order

or the receipt of a waiver hereunder, the Disclosing

Party, based on the advice of counsel, is compelled

to disclose Confidential Information, the Disclosing

Party may disclose that portion of the Confidential

Information which the Disclosing Party’s counsel

advises that the Disclosing Party is compelled to

disclose.

8.5 Severability Clause. If any Law

adopted following the date of this Agreement, or

any interpretation of any Law made following the

date of this Agreement, shall be inconsistent with

any of the provisions hereof, the affected provisions

of this Agreement shall be deemed modified or

superseded, as the case may be, by the applicable

provisions of such Law, and all other provisions of

this Agreement and provisions so modified shall in

all respects continue in full force and effect.

8.6 Governing Law, Jurisdiction and

Costs. This Agreement and any Transaction,

including any Confirmation thereof, entered into

pursuant to this Agreement shall be governed by,

construed and enforced in accordance with the law

of the State of New York without regard to principles

of conflict of laws. Any judicial action arising out of,

resulting from or in any way relating to this

Agreement, the Confirmation for any Transaction or

any Related Agreement or any alleged breach or

default under the same or the warranties and

representations contained in the same shall be

brought only in a state or federal court of competent

jurisdiction located in the State of New York, in the

Borough of Manhattan in New York City. EACH

PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL

RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY

LEGAL PROCEEDINGS ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY TRANSACTION

CONTEMPLATED HEREUNDER.

8.7 Service of Process. Counterparty

irrevocably appoints the Process Agent specified

below to receive, for it and on its behalf, service of

process in any proceedings. If for any reason any

Party’s Process Agent is unable to act as such, such

Party will promptly notify the other Party and within

30 days appoint a substitute process agent

acceptable to the other Party. The Parties

irrevocably consent to service of process given in the

manner provided for notices in Section 7.1. Nothing

in this Agreement will affect the right of either Party

to serve process in any other manner permitted by

Law.

Counterparty appoints as Process Agent:

To the extent Counterparty fails to appoint a Process

Agent located in the State of New York above, within

ten (10) business days of written request,

Counterparty will appoint an agent for service of

process in the State of New York and provide to IFM

written notice of said appointment. If after ten (10)

business days Counterparty fails to provide written

notice to IFM of said appointment, IFM will be

authorized, for the purpose of effecting valid service

of process in the State of New York, to serve

Counterparty by certified mail directed to the

address for notices listed in Article 7 above.

8.8 Limitation on Liability.

NO PARTY SHALL BE REQUIRED TO PAY OR BE LIABLE

FOR SPECIAL, PUNITIVE, EXEMPLARY,

CONSEQUENTIAL, OR INDIRECT DAMAGES

(WHETHER OR NOT ARISING FROM ITS NEGLIGENCE)

TO ANY OTHER PARTY. IF AND TO THE EXTENT ANY

PAYMENT REQUIRED TO BE MADE PURSUANT TO

THIS AGREEMENT IS DEEMED TO CONSTITUTE

LIQUIDATED DAMAGES, THE PARTIES

ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES

ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND

THAT SUCH PAYMENT IS INTENDED TO BE A

REASONABLE APPROXIMATION OF THE AMOUNT OS

SUCH DAMAGES AND NOT A PENALTY.

IFM shall not be liable to Counterparty as a result of

any action taken by IFM or its agents in compliance

with applicable Law or at the direction of the CFTC or

the National Futures Association. This paragraph is

25

solely for the protection and benefit of IFM, and any

failure by IFM or its agents to comply with any of

Law or order of the CFTC or the National Futures

Association shall not relieve Counterparty of any

obligations under this Agreement nor be construed

to create rights under this Agreement in favor of

Counterparty against IFM.

8.9 Bankruptcy Matters.

(a) This Agreement, including any

credit support arrangement entered into between

the parties, is a “master netting agreement” as

defined in the U.S. Bankruptcy Code (the “Code”),

and this Agreement, including any credit support

document, and each Transaction hereunder is of a

type set forth in Section 561(a)(1)‐(5) of the Code.

The remedies provided herein, and in any credit

support arrangement, are the remedies referred to

in Section 561(a), Sections 362(b)(6), (7), (17) and

(27), and Section 362(o) of the Code. All transfers of

cash, securities or other property as Margin or

otherwise under or in connection with this

Agreement, any credit support arrangement or any

Transaction hereunder are “margin payments,”

“settlement payments” and “transfers” under

Sections 546(e), (f), (g) or (j), and under Section

548(d)(2) of the Code. Each obligation under this

Agreement, any credit support arrangement or any

Transaction hereunder is an obligation to make a

“margin payment,” “settlement payment” and

“payment” within the meaning of Sections 362, 560

and 561 of the Code.

(b) In the event either Party is a

covered financial company (as defined in section

201(a)(8) of the Dodd‐Frank Wall Street Reform and

Consumer Protection Act, 12 U.S.C. 5381(a)(8)) or an

insured depository institution for which the Federal

Deposit Insurance Corporation (“FDIC”) has been

appointed as a receiver (the “covered party”),

certain limitations under Title II of the Dodd‐Frank

Act or the Federal Deposit Insurance Act may apply

to the right of the non‐covered party to terminate,

liquidate, or net any swap by reason of the

appointment of the FDIC as receiver,

notwithstanding the agreement of the Parties

hereunder. The FDIC may have certain rights to

transfer Transactions of the covered party under

section 210(c)(9)(A) of the Dodd‐Frank Wall Street

Reform and Consumer Protection Act, 12 U.S.C.

5390(c)(9)(A), or 12 U.S.C. 1821(e)(9)(A).

8.10 No Third Party Beneficiaries. This

Agreement and any Confirmation pursuant hereto

confer no rights whatsoever upon any person other

than the Parties and shall not create, or be

interpreted as creating, any standard of care, duty or

liability to any person not a Party hereto.

8.11 Binding Effect. This Agreement

shall be binding on and inure to the benefit of the

Parties and their respective successors and

permitted assigns, except as expressly provided in

this Agreement or the Confirmation for a specific

Transaction.

8.12 Assignment. This Agreement,

including any Transactions hereunder, shall not be

assigned by either Party without the written consent

of the other Party, and any such purported

assignment without consent shall be void; provided

that either Party may assign all of its rights and

obligations under this Agreement and all

Transactions pursuant to a consolidation or

amalgamation with, or merger with or into, or

transfer of all or substantially all its assets to,

another entity that is able to make all of the

representations and warranties applicable to such

Party hereunder (but without prejudice to any other

right or remedy under this Agreement), that

assumes all obligations of the assigning Party, and

whose creditworthiness is not materially weaker

(taking into consideration any credit support

provided both prior to and following the

effectiveness of such assignment) than the

creditworthiness of the assignor before such transfer

and assumption.

26

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above.


By:

Printed Name:

Title:

By:

Printed Name:

Title:

Counterparty:

By: ____________________________________

Printed Name: _______________________________

Title: ____________________________________

27

EXHIBIT A: DEFINITONS

“Accelerated Termination Date” means the date

determined in accordance with Section 6.3.

“Account Application” means all documentation

delivered to IFM and its Affiliates in connection with

the opening of accounts, including all know‐your‐

customer information, as may be updated by

Counterparty from time to time.

“Affected Transaction” means any Transaction as to

which an Event of Change (as defined in Article 6)

shall occur.

“Affiliate” means, in relation to any person, any

entity controlled, directly or indirectly, by the

person, any entity that controls, directly or

indirectly, the person, or any entity directly or

indirectly under common control with the person.

For this purpose, “control” of any entity or person

means ownership of a majority of the voting power

of the entity or person.

“Business Day” means any calendar day, other than

a Saturday or Sunday, on which banks are open for

general commercial business in New York.

“CEA” means the United States Commodity

Exchange Act, as amended from time to time, and

the regulations thereunder.

“Confidential Information” means non‐public,

proprietary or confidential information that is

labeled as such or should reasonably be understood

by the recipient to be confidential, and includes the

terms of each specific Transaction, including but not

limited to the price, the quantity, the identity of

other sellers or intermediaries, and all other material

terms thereof. Notwithstanding the foregoing, the

following shall not constitute “Confidential

Information”:

(a) information that is generally

known to the industry or the public other than as a

result of the recipient’s breach of this Agreement;

(b) information that is made

legitimately available to a recipient by a third party

without breach of any confidentiality obligation; or

(c) information that is developed by

employees or contractors of such recipient without

knowledge of or access to Confidential Information.

“Confirmation” means a written notice confirming

the terms of a Transaction.

“Default Interest Rate” means a rate equal to the

cost to the Party to whom interest is owed (as such

cost is certified by such Party, without proof or

evidence of any actual cost) if such Party were

funding the relevant amount plus 1% per annum, but

in no event exceeding the maximum rate permitted

by applicable Law.

“Defaulting Party” means the Party with respect to

which (or whose Guarantor with respect to which)

an Event of Default has occurred.

“Disclosing Party” is defined in Section 8.4.

“Early Termination Date” means a date for

termination of the Agreement and any Related

Agreement and all the Parties’ obligations under the

same, other than the obligations set forth in Sections

5.3 [Net Settlement Amount] and 5.4 [Setoff] of the

Agreement.

“Event of Change” is defined in Section 6.1.

“Event of Default” means

(a) The failure of either Party or any

Guarantor to make payment as required or perform

any obligations (i) under this Agreement or under

any Confirmation (excluding a delay in payment that

is cured within one (1) Business Day of demand

therefor, or any other failure of performance that is

cured in a manner satisfactory to the Performing

Party in its sole discretion within five (5) Business

Days of a demand for cure); provided, that the

failure of Counterparty to make a payment of

Variation Margin within the timeframe required by

Section 2.4 shall constitute an immediate Event of

Default with or without demand by IFM; (ii) under

any Related Agreement, after giving effect to any

applicable notice or grace period thereunder; or (iii)

under any Transaction;

28

(b) The repudiation by either Party or

any Guarantor of any obligation (i) under this

Agreement, any Transaction, or the Confirmation for

a specific Transaction; or (ii) under any Related

Agreement;

(c) Either Party or any Guarantor:

(i) is dissolved (other than pursuant

to a consolidation, amalgamation

or merger);

(ii) becomes insolvent or is unable to

pay its debts or fails or admits in

writing its inability generally to pay

its debts as they become due;

(iii) makes a general assignment,

arrangement or composition with

or for the benefit of its creditors;

(iv) institutes or has instituted against

it a proceeding seeking a judgment

of insolvency or bankruptcy or any

other relief under any bankruptcy

or insolvency law or other similar

law affecting creditors’ rights, or a

petition is presented for its

winding‐up or liquidation, and, in

the case of any such proceeding or

petition instituted or presented

against it, such proceeding or

petition (A) results in a judgment

of insolvency or bankruptcy or the

entry of an order for relief or the

making of an order for its winding‐

up or liquidation or (B) is not

dismissed, discharged, stayed or

restrained in each case within 15

days of the institution or

presentation thereof;

(v) has a resolution passed for its

winding‐up, official management

or liquidation (other than pursuant

to a consolidation, amalgamation

or merger);

(vi) seeks or becomes subject to the

appointment of an administrator,

provisional liquidator, conservator,

receiver, trustee, custodian or

other similar official for it or for all

or substantially all its assets;

(vii) has a secured party take

possession of all or substantially all

its assets or has a distress,

execution, attachment,

sequestration or other legal

process levied, enforced or sued

on or against all or substantially all

its assets and such secured party

maintains possession, or any such

process is not dismissed,

discharged, stayed or restrained, in

each case within 15 days

thereafter;

(viii) causes or is subject to any event

with respect to it which, under the

applicable Laws of any jurisdiction,

has an analogous effect to any of

the events specified in clauses (i)

to (vii) (inclusive); or

(ix) takes any action in furtherance of,

or indicating its consent to, approval of,

or acquiescence in, any of the

foregoing acts;

(d) The merger of either Counterparty

or any Guarantor of Counterparty with any other

person or the consolidation of either Counterparty

or any Guarantor of Counterparty with any other

person which (i) causes a material adverse change in

the financial condition of Counterparty or its

Guarantor or (ii) pursuant to which the entity

existing after the transfer, merger or consolidation

does not assume the obligations of Counterparty or

its Guarantor by operation of Law or otherwise;

(e) The transfer of all or substantially

all of the assets of either Counterparty or any

Guarantor;

(f) To the extent Counterparty is a natural

person, Counterparty’s death or incompetency;

(g) The failure of Counterparty or any

Guarantor of Counterparty to make payment when

due under one or more agreements or instruments

relating to Specified Indebtedness in an aggregate

amount (individually or collectively) of not less than

one million dollars ($1,000,000) which has resulted

in such Specified Indebtedness becoming due and

payable under such agreements or instruments,

before it would otherwise have been due and

payable, or defaults in making one or more

payments in an aggregate amount (individually or

29

collectively) of not less than one million dollars

($1,000,000) under such agreements or instruments

(after giving effect to any applicable notice

requirement or grace period); or

(h) The making of a materially

incorrect or misleading representation or warranty

under this Agreement or any Related Agreement.

“Guarantor” means, as to a Party, the person(s), if

any, executing a guaranty of any or all of the

obligations of such Party to the other Party relating

to a Transaction pursuant to the Agreement.

“ISDA” means the International Swaps and

Derivatives Association, Inc.

“Law” means any U.S. or foreign, federal, state,

provincial or local law, ordinance, regulation, rule,

code, order, other requirement or rule of law, stock

exchange rule or rule of any self‐regulatory

organization. The terms “lawful” and “unlawful” will

be construed accordingly.

“Margin” means both Initial Margin and Variation

Margin.

“Market Value” means, with respect to any

Terminated Transaction, the amount (as determined

by the Performing Party) of the losses (expressed as

a positive number) or gains (expressed as a negative

number) that the Performing Party calculates would

be realized in replacing that Terminated Transaction.

In determining a Market Value, the Performing Party

may consider any relevant information, including,

without limitation, one or more of the following

types of information:

(a) quotations (either firm or

indicative) for replacement transactions supplied by

one or more third parties that may take into account

the creditworthiness of the Performing Party at the

time the quotation is provided and the terms of any

relevant documentation, including credit support

documentation, between the Performing Party and

the third party providing the quotation;

(b) information consisting of relevant

market data in the relevant market supplied by one

or more third parties including, without limitation,

relevant rates , prices, yields, yield curves,

volatilities, spreads, correlations or other relevant

market data in the relevant market; or

(c) information of the types descried

in clause (a) or (b) above from internal sources

(including any of the Performing Party’s Affiliates) if

that information is of the same type used by the

Performing Party in the regular course of its business

for the valuation of similar transactions.

“Net Settlement Amount” means the single

liquidated amount payable by one Party to the

other, following the occurrence or designation of an

Early Termination Date, after netting:

(a) the amount owed by the

Defaulting Party to the Performing Party by taking

the sum of:

(i) the absolute value of all negative

Market Values with respect to the Terminated

Transactions, and

(ii) any unpaid amounts owed to the

Performing Party by the Defaulting Party

pursuant to Article 2 or a Related Agreement

immediately before the Early Termination Date,

and

(iii) all reasonable damages, losses,

and out‐of‐pocket expenses, including legal fees,

incurred by the Performing Party by reason of

terminating or liquidating the Terminated

Transactions pursuant to the Early Termination

Date, including without limitation any damages,

losses and expenses incurred in obtaining,

maintaining or liquidating hedges relating to the

Transactions that are being liquidated; and

(b) the amount owed by the

Performing Party to the Defaulting Party by taking

the sum of:

(i) all positive Market Values with

respect to the Terminated Transactions, and

(ii) any unpaid amounts owed to the

Defaulting Party by the Performing Party

pursuant to Article 2 or a Related Agreement

immediately before the Early Termination Date,

all as determined in a commercially reasonable

manner by the Performing Party.

“Performing Party” means, upon the occurrence of

an Event of Default, the non‐defaulting Party with

respect to such Event of Default.

30

“Related Agreement” means any collateral, security,

guaranty or other agreement undertaken in

connection with the Agreement.

“Specified Indebtedness” means any obligation

(whether present or future, contingent or otherwise,

as principal or surety or otherwise) in respect of

borrowed money.

“Tax” means any present or future tax, levy, impost,

duty, charge, assessment or fee of any nature

(including interest, penalties and additions thereto)

that is imposed by any government or other taxing

authority in respect of any payment under this

Agreement other than a stamp, registration,

documentation or other similar tax.

“Terminated Transaction” is defined in Section

5.1(b).

“Trade Date” has the meaning ascribed to it in the

relevant ISDA Definitions.

“Transaction” is defined in Section 1.1.

32

ADDITIONAL AGREEMENTS ‐ ISDA 2012 DODD‐FRANK SUPPLEMENT

http://

The International Swaps and Derivatives Association (“ISDA”) has developed materials referred

to as the “ISDA August 2012 DF Protocol,” intended to facilitate industry compliance with

certain CFTC rulemakings under the Dodd‐Frank Act. The ISDA August 2012 DF Protocol adds

notices, representations and covenants responsive to Dodd‐Frank requirements that must be

satisfied at or prior to the time that transactions are executed. Information regarding the ISDA

August 2012 DF Protocol is available at: http://www2.isda.org/functional-areas/protocol-managment/protocol/12

IFM is a provisionally registered swap dealer. As a condition to contracting with IFM, IFM requires that Customers agree to certain provisions set out in the Schedules to the ISDA 2012

DF Protocol (the “ISDA 2012 DF Schedules”). These important contractual provisions are

summarized below, however, you should review the full text and by signing this Agreement,

you acknowledge that you have read and understand the full text of the ISDA 2012 DF

Schedules that apply to you and that you are able to make the representations, warranties and

agreements therein. The ISDA 2012 DF Schedules are available at: http://www2.isda.org/functional-areas/protocol-managment/protocol/12

Schedule 1 of the ISDA 2012 DF Schedules contains definitions for terms that are used in the

remainder of the ISDA 2012 DF Schedules.

[___] Please check here to confirm that Customer has reviewed and agrees to the

provisions of Schedule 1 of the ISDA 2012 DF Schedules, and that the terms of Schedule 1 will

apply to all transactions between Customer and IFM.

Schedule 2 of the ISDA 2012 DF Schedules covers matters including (but not limited to) the

following:

• Representations and warranties regarding information IFM and Customer have provided

to each other, as well as requirements to update that information.

• Agreements regarding reporting of transactions and notifications regarding transactions.

• Agreements and disclosures regarding clearing of Transactions and the provision of daily

marks and scenario analyses.

[___] Please check here to confirm that Customer has reviewed and agrees to theprovisions of Schedule 2 of the ISDA 2012 DF Schedules, and that the terms of Schedule 2 will


http://www2.isda.org/functional-areas/protocol-managment/protocol/12




33

Schedules 3, 4, 5 and 6 of the ISDA 2012 DF Schedules apply only to certain types of

counterparties. Please check the boxes below as appropriate:

1. [___] Customer is a “swap dealer,” as defined in Section 1a(49) of the Commodity

Exchange Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of

the Securities Exchange Act, a “major swap participant,” as defined in Section

1a(33) of the Commodity Exchange Act, or a “major security‐based swap

participant,” as defined in Section 3(a)(67) of the Securities Exchange Act.

2. [___] Customer is an employee benefit plan subject to Title I of the United States

Employee Retirement Income Security Act, as amended from time to time

(“ERISA”).

3. [___] Customer is a Special Entity as defined in Section 4s(h)(2)(C) of the

Commodity Exchange Act and CFTC Regulation 23.401(c) thereunder, and is not

an employee benefit plan subject to Title I of ERISA.

4. [___] Customer is an employee benefit plan as defined in Section 3 of ERISA, but

is not subject to Title I of ERISA, and wishes to be treated as a “Special Entity” for

purposes of transactions between Customer and IFM.

5. [___] None of the descriptions above apply to Customer.

For Customers that checked Box 2 above:

Schedules 5 and 6 of the ISDA 2012 DF Supplement applies to Customers who have checked Box

2. Schedule 5 and 6 includes representations and warranties regarding the person or entity that

advises you regarding your transactions with IFM, and confirmation that unless otherwise

required by applicable law or agreed in connection with a particular Transaction, we have no

duty to act in your best interests and we are not assessing the suitability of the Transaction for

you.

[___] If Box 2 is checked above, please check here to confirm that Customer has

reviewed and agrees to the provisions of Schedules 5 and 6 of the ISDA 2012 DF Schedules,

and that the terms of Schedules 5 and 6 will apply to all Transactions between Customer and

IFM.

[___] If Box 2 is checked above, please check here to confirm that any Transactions

entered into between Customer and IFM will not constitute a prohibited transaction within

the meaning of Section 406 of ERISA, or Section 4975 of the United States Internal Revenue

Code.

34

If Box 2 is checked above, please provide the contact information for Customer’s Designated

Fiduciary (as defined in the ISDA 2012 DF Supplement) (if Customer has more than one

Designated Fiduciary, please attach a separate sheet of paper):

Name: ____________________ Telephone Number: _________________________________

Address: ________________________________________________________________

For Customers that checked Box 3 or Box 4 above:

Schedule 4 of the ISDA 2012 DF Supplement applies to Customers who have checked Box 3 or

Box 4. Schedule 4 includes representations and warranties regarding the person or entity that

advises you regarding your transactions with IFM, and confirmation that unless otherwise



you.

[___] If Box 3 or Box 4 is checked above, please check here to confirm that Customer

has reviewed and agrees to the provisions of Schedule 4 of the ISDA 2012 DF Schedules, and

that the terms of Schedule 4 will apply to all transactions between Customer and IFM.

If Box 3 or Box 4 is checked above, please provide the contact information for

Customer’s Designated QIR (as defined in the ISDA 2012 DF Supplement) (if Customer has

more than one Designated QIR, please attach a separate sheet of paper):


Address: ________________________________________________________________

For Customers that checked Box 5 above:

Schedule 3 of the ISDA 2012 DF Supplement applies to Customers who have checked Box 5.

Schedule 3 includes representations and warranties regarding your ability to evaluate

transactions with IFM and make trading decisions, and confirmation that unless otherwise



you.

[___] If Box 5 is checked above, please check here to confirm that Customer has

reviewed and agrees to the provisions of Schedule 3 of the ISDA 2012 DF Schedules, and that

the terms of Schedule 3 will apply to all transactions between Customer and IFM.

If Box 5 is checked above, please provide the contact information for Customer’s

Designated Evaluation Agent (as defined in the ISDA 2012 DF Supplement), if any (if Customer

( ) -

( ) -

35

has more than one Designated Evaluation Agent, please attach a separate sheet of paper):


Address: ________________________________________________________________

Please sign below to confirm the information provided and elections made with respect to the ISDA 2012 Dodd‐Frank Supplement:


Customer Name (Print):______________________________

Signatory Title (if Customer is an entity) or Agent Name (if documents are being executed by an

Agent on behalf of Customer): ________________________________________

Date: _____________________________

( ) -

month day year

36

ADDITIONAL AGREEMENTS ‐ ISDA 2013 DODD‐FRANK SUPPLEMENT

The International Swaps and Derivatives Association (“ISDA”) has developed materials referred

to as the “ISDA March 2013 DF Protocol,” which are intended to facilitate industry compliance

with certain CFTC rulemakings under the Dodd‐Frank Act. The ISDA March 2013 DF Protocol

adds notices, representations and covenants responsive to Dodd‐Frank requirements that must

be satisfied at or prior to the time that transactions are executed. Information regarding the

ISDA March 2013 DF Protocol is available at: http://www2.isda.org/functional-areas/protocol-managment/protocol/13

IFM is not an “insured depository institution” but may be considered a “financial company” for purposes of CFTC 23.504(b)(5). As a condition to transacting with IFM, IFM requires that its

customers agree to certain provisions set out in the Schedules to the ISDA 2013 DF Protocol (the

“ISDA 2013 DF Schedules”). These important contractual provisions are summarized below,

however, you should review the full text of the ISDA 2013 DF Schedules that apply to you and by

signing this Agreement, you acknowledge that you have read and understand the full text that

apply to you, and that you are able to make the representations, warranties and agreements

therein. The ISDA 2013 DF Schedules are available at: http://www2.isda.org/functional-areas/protocol-managment/protocol/13

Schedule 1 of the ISDA 2013 DF Schedules contains definitions for terms that are used in the

remainder of the ISDA 2013 DF Schedules.

[___] Please check here if Customer is “an insured depository institution” as defined in 12 U.S.C. 1813 or check here [___] if Customer is a “financial company” as defined in 12 U.S.C. 5381(a)(11) for purposes of CFTC 23.504(b)(5).




Schedule 2 of the ISDA 2013 DF Schedules covers matters including (but not limited to) the

following:

• Representations and warranties regarding information IFM and Customer have provided

to each other, as well as requirements to update that information.

• Agreements regarding how confirmations are finalized.

• Agreements and disclosures regarding clearing of transactions.

• End‐user exemption to the clearing requirement for Transactions.

• Orderly liquidation for certain financial institutions.




Schedule 3 of the ISDA 2013 DF Schedules includes procedures for valuation of swaps and for

resolution of disputes regarding those valuations. If Customer is a “swap dealer,” as defined in

Section 1a(49) of the Commodity Exchange Act, a “security‐based swap dealer,” as defined in




37

Section 3(a)(71) of the Securities Exchange Act, a “major swap participant,” as defined in

Section 1a(33) of the Commodity Exchange Act, a “major security‐based swap participant,” as

defined in Section 3(a)(67) of the Securities Exchange Act, or a “financial entity,” as defined in

Section 2(h)(7)(C)(i) of the Commodity Exchange Act, IFM requires that Customer agree to the

terms of Schedule 3 of the ISDA 2013 DF Schedules.

[___] If Customer is a “swap dealer,” as defined in Section 1a(49) of the Commodity

Exchange Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of the Securities

Exchange Act, a “major swap participant,” as defined in Section 1a(33) of the Commodity

Exchange Act, a “major security‐based swap participant,” as defined in Section 3(a)(67) of the

Securities Exchange Act, or a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the

Commodity Exchange Act, please check here to confirm that Customer has reviewed and

agrees to the provisions of Schedule 3 of the ISDA 2013 DF Schedules, and that the terms of

Schedule 3 will apply to all transactions between Customer and IFM.

If Customer is not a “swap dealer,” as defined in Section 1a(49) of the Commodity Exchange

Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of the Securities Exchange

Act, a “major swap participant,” as defined in Section 1a(33) of the Commodity Exchange Act, a

“major security‐based swap participant,” as defined in Section 3(a)(67) of the Securities

Exchange Act, or a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity

Exchange Act, Customer may elect to utilize the valuation methodologies and valuation dispute

resolution procedures contained in Schedule 3 of the ISDA 2013 DF Schedules.

[___] If Customer is not a “swap dealer,” as defined in Section 1a(49) of the

Commodity Exchange Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of

the Securities Exchange Act, a “major swap participant,” as defined in Section 1a(33) of the

Commodity Exchange Act, a “major security‐based swap participant,” as defined in Section

3(a)(67) of the Securities Exchange Act, or a “financial entity,” as defined in Section

2(h)(7)(C)(i) of the Commodity Exchange Act, please check here if Schedule 3 of the ISDA 2013

Dodd‐Frank Schedules will apply to transactions between Customer and IFM. Checking this

box constitutes confirmation that Customer has reviewed and agrees to the provisions of

Schedule 3 of the ISDA 2013 DF Schedules, and that the terms of Schedule 3 will apply to all

transactions between Customer and IFM.

Schedule 4 of the ISDA 2013 DF Schedules includes procedures for reconciliation of portfolios

among swap counterparties. If Customer is a “swap dealer,” as defined in Section 1a(49) of the

Commodity Exchange Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of the

Securities Exchange Act, a “major swap participant,” as defined in Section 1a(33) of the

Commodity Exchange Act, or a “major security‐based swap participant,” as defined in Section

38

3(a)(67) of the Securities Exchange Act, IFM requires that Customer agree to the terms of

Schedule 3 of the ISDA 2013 DF Schedules.

[___] If Customer is a “swap dealer,” as defined in Section 1a(49) of the Commodity

Exchange Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of the Securities

Exchange Act, a “major swap participant,” as defined in Section 1a(33) of the Commodity

Exchange Act, or a “major security‐based swap participant,” as defined in Section 3(a)(67) of

the Securities Exchange Act, please check here to confirm that Customer has reviewed and

agrees to the provisions of Schedule 4 of the ISDA 2013 DF Schedules, and that the terms of

Schedule 4 will apply to all transactions between Customer and IFM.

If Customer is not a “swap dealer,” as defined in Section 1a(49) of the Commodity Exchange


Act, a “major swap participant,” as defined in Section 1a(33) of the Commodity Exchange Act,

or a “major security‐based swap participant,” as defined in Section 3(a)(67) of the Securities

Exchange Act, Customer may elect to utilize the portfolio reconciliation procedures contained in

Schedule 4 of the ISDA 2013 DF Schedules.

[___] If Customer is not a “swap dealer,” as defined in Section 1a(49) of the

Commodity Exchange Act, a “security‐based swap dealer,” as defined in Section 3(a)(71) of

the Securities Exchange Act, a “major swap participant,” as defined in Section 1a(33) of the

Commodity Exchange Act, or a “major security‐based swap participant,” as defined in Section

3(a)(67) of the Securities Exchange Act, please check here if Schedule 4 of the ISDA 2013

Dodd‐Frank Schedules will apply to transactions between Customer and IFM. Checking this

box constitutes confirmation that Customer has reviewed and agrees to the provisions of

Schedule 4 of the ISDA 2013 DF Schedules, and that the terms of Schedule 4 will apply to all

transactions between Customer and IFM.

If Customer has elected to have Schedule 4 of the ISDA 2013 DF Schedules apply to transactions

with IFM, and is not a “swap dealer,” as defined in Section 1a(49) of the Commodity Exchange


Act, a “major swap participant,” as defined in Section 1a(33) of the Commodity Exchange Act,

or a “major security‐based swap participant,” as defined in Section 3(a)(67) of the Securities

Exchange Act, Customer may elect to only review portfolio data from IFM, or may elect to

exchange portfolio data with IFM.

[___] Please check here if (i) Customer has elected to have Schedule 4 of the ISDA

2013 DF Schedules apply to transactions between Customer and IFM, (ii) Customer elects to

only review portfolio data provided by IFM, and (iii) Customer is not a “swap dealer,” as

defined in Section 1a(49) of the Commodity Exchange Act, a “security‐based swap dealer,” as

39

defined in Section 3(a)(71) of the Securities Exchange Act, a “major swap participant,” as

defined in Section 1a(33) of the Commodity Exchange Act, or a “major security‐based swap

participant,” as defined in Section 3(a)(67) of the Securities Exchange Act.

[___] Please check here if (i) Customer has elected to have Schedule 4 of the ISDA

2013 DF Schedules apply to transactions between you and IFM, (ii) Customer elects to

exchange portfolio data with IFM, and (iii) Customer is not a “swap dealer,” as defined in

Section 1a(49) of the Commodity Exchange Act, a “security‐based swap dealer,” as defined in

Section 3(a)(71) of the Securities Exchange Act, a “major swap participant,” as defined in

Section 1a(33) of the Commodity Exchange Act, or a “major security‐based swap participant,”

as defined in Section 3(a)(67) of the Securities Exchange Act.

Customers whose transactions are subject to Schedule 4 of the ISDA 2013 DF Schedules may

elect to reconcile portfolio data with data provided to a swap data repository, rather than

exchanging data directly with IFM.

[___] Please check here if (i) Customer is required to be subject to Schedule 4 of the

ISDA 2013 DF Schedules, or has elected to be subject to Schedule 4 of the ISDA 2013 DF

Schedules, and (ii) Customer elects to reconcile portfolio data with data provided to a swap

data repository. By checking this box, Customer agrees that Part VI of Schedule 4 of the ISDA

2013 DF Schedules will apply to transactions between Customer and IFM.

Please sign below to confirm the information provided and elections made with respect to the ISDA 2013 Dodd‐Frank Supplement: Customer Signature: ________________________________ Customer Name (Print):______________________________ Signatory Title (if Customer is an entity) or Agent Name (if documents are being executed by an Agent on behalf of Customer): ________________________________________ Date: _____________________________ month day year

40

END USER EXCEPTION TO THE CLEARING REQUIREMENT

With respect to any swap that is subject to the mandatory clearing requirements under Section

2(h) of the Commodity Exchange Act, there is an exemption available from this requirement for

persons that are considered “end users.” This exemption is described in CFTC Regulation

50.501, the text of which is available here:

http://www.cftc.gov/LawRegulation/FederalRegister/FinalRules/2012-17291

The questions in this section are designed to enable us to determine whether you are eligible

for this exemption from the clearing requirement, and to enable you to elect to take advantage

of this exemption, if you desire to do so. Please check the boxes below as appropriate:

[___] Customer is NOT any of the following: (i) a “swap dealer,” as defined in Section

1a(49) of the Commodity Exchange Act, (ii) a “security‐based swap dealer,” as defined in

Section 3(a)(71) of the Securities Exchange Act, (iii) a “major swap participant,” as defined in

Section 1a(33) of the Commodity Exchange Act, (iv) a “major security‐based swap participant,”

as defined in Section 3(a)(67) of the Securities Exchange Act, or (v) a “financial entity,” as

defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act

[___] Customer is a “financial entity,” and is eligible for an exemption from the clearing

requirement because it meets the qualifications under Section 2(h)(7)(C)(iii) of the Commodity

Exchange Act (the “finance affiliate exemption”)


requirement because it meets the qualifications under Section 2(h)(7)(D) of the Commodity

Exchange Act (the “hedging affiliate exemption”)


requirement because it meets the qualifications under Section 2(h)(7)(C)(ii) of the Commodity

Exchange Act (the “small bank exemption”)

End User Exception Election:

[___] Please check here if any of the four Boxes above are checked, Customer is

entering into swap transactions with IFM solely for purposes of hedging or mitigating

commercial risks as described in CFTC Regulation 50.50(c), and Customer elects to NOT clear

swap transactions that would otherwise be subject to the CFTC’s mandatory clearing

requirement.

The answer to this question can be changed at any time, or with respect to any particular

swap transaction. If you have elected to use the End User Exception, you are required to

provide certain information to a registered Swap Data Repository (or to the CFTC if no Swap

Data Repository is available to receive such information). This filing can be made on an annual

1 The CFTC re-codified the end-user exception from swap clearing from Part 39 to Part 50 of the regulations, to consolidate the CFTC clearing rules in the Code of Federal Regulations.

http://www.cftc.gov/LawRegulation/FederalRegister/FinalRules/2012-17291

41

basis, or on a trade‐by‐trade basis. If Customer has made the annual filing, please provide the

date on which this filing was made, and the identity of the Swap Data Repository to which it was

made:

Date: __________________

Swap Data Repository: ____________________________________________

If Customer has not made an annual filing, you are required to provide us with the

information we need to make this filing (which is set out in CFTC Regulation 50.50), at the time

of each swap transaction entered into with IFM.

Customer Signature: _______________________ Customer Name (Print):______________________________ Signatory Title (if Customer is an entity) or Agent Name (if documents are being executed by an Agent on behalf of Customer): ________________________________________ Date: _____________________________

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Date post:	19-May-2018
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