SPH Notice – J.P. Morgan Securities LLC

Institutional Account Agreement




For JP Morgan Use Only (11-14-2011) Form # 0000
o 000 SEC Disc o 000 W-9 o 000 IAA



Date Account Number(s)

Account Title

Institutional Account Agreement, together with any attached supplements constitutes a single
agreement (this “Agreement
”) and sets forth the terms and conditions that will be applicable to (A) any
accounts opened or maintained by or for you (including the account specified above) with, or at any
JP Morgan Entity, (B) any Activity engaged in by or for you with any JP Morgan Entity, and (C) any
other business transacted by or for you with a JP Morgan Entity.
Unless otherwise specified herein, capitalized terms have the meanings as ascribed to them in
Section 1. The parties to this Agreement are _______________________________________________
______________________________________________ (“you” or, as the context requires, “your
”), a
___________________________________________________, organized under the laws of
___________________________________________________, and J.P. Morgan Clearing Corp.
(“
JPMCC”), J.P. Morgan Securities LLC and each Affiliate thereof at which you have an account or
accounts, or with which you engage in an Activity, or to which you owe an Obligation (individually and
collectively as the context requires, a “
JP Morgan Entity,” “JP Morgan,” “us,” “our” or “we”). You and
we hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings:
“Activity
” means all transactions (including Clearing Transactions), confirmations, agreements
(including this Agreement and Governing Agreements), loans and other extensions of credit, promises of
performance, open contractual commitments and guaranties between or among one or more JP Morgan
Entities and you, whenever arising.
“Activity Reports” mean written reports of Activities transacted in or for any of your clearance
accounts maintained by JP Morgan, including trades or other transactions reported to JP Morgan for
clearance or booking, trades executed by a JP Morgan Entity and journal entries processed by JP Morgan.
An “Act of Insolvency” shall occur with respect to you upon the occurrence of any of the following
events: (a) you are dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) you
become insolvent or are unable to pay your debts or fail, or admit in writing your inability, generally to
pay your debts as they become due; (c) you make a general assignment, arrangement or composition with
or for the benefit of your creditors; (d) you institute or have instituted against you 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 your winding-up or liquidation, and, in
the case of any such proceeding or petition instituted or presented against you, such proceeding or petition
(i) r esults in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an
order for your winding-up or liquidation or (ii) is not dismissed, discharged, stayed or restrained in each
case within 30 days of the institution or presentation thereof; (e) you have a resolution passed for your
winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or
merger); (f) you seek or become subject to the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official for you or for all or substantially all your

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assets; (g) a secured party takes possession of all or substantially all your assets or has a distress,
execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or
substantially all your assets and such secured party maintains possession, or any such process is not
dismissed, discharged, stayed or restrained; (h) you cause or are subject to any event with respect to you
which under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified
in clauses (a) through (g); or (i) you take any action in furtherance of, or indicating your consent to,
approval of, or acquiescence in, any of the foregoing acts.
“Affiliate
” (when used with respect to a JP Morgan Entity) shall include each trust, limited liability
company, corporation, partnership and any other entity that is owned directly or indirectly by one or more
of the JP Morgan Entities listed on the signature page hereof, or which is controlled by or under common
control with any such JP Morgan Entity, whether such entity exists as of the date hereof or is hereafter
created or acquired.
“Applicable Laws” means all US (federal and state) and, where applicable, non-US, laws, rules and
regulations, and the applicable provisions of the constitution or rules of the exchange, market, clearing
system or Depository where any of your Activities are executed, cleared or settled and of governing
regulatory and self regulatory organizations, as the same may apply to any Activity, in each case as in
effect from time to time, including, ERISA, the prohibited transaction provisions of the Internal Revenue
Code, and the regulations of the U.S. Department of Labor.
“Authorized Person” is defined in Section 10A hereof.
“Authorized User” is defined in Section 24C hereof.
“Bulk Input Instructions” means instructions in respect of your Activities in the form of bulk input
computer data delivered to JP Morgan by messenger or transmitted to JP Morgan via such transmission
mechanism as the parties shall agree upon from time to time.
“Clearing Obligation” means each and every obligation of any JP Morgan Entity to you and of you
to any JP Morgan Entity in connection with any Clearing Transaction, or its acceleration, cancellation,
termination or liquidation, whenever arising and whether fixed, liquidated, un-liquidated, matured, un-
matured or contingent.
“Clearing Transactions” means all actions, agreements, promises of performance and transactions
relating to the execution, clearance, settlement of transactions in or the maintenance of accounts for the
purpose of carrying, custodying or financing positions in, securities, loans (including whole mortgage
loans and bank debt), currencies, commodities or derivatives, in each case, for you by any JP Morgan
Entity and all transactions in which any JP Morgan Entity provides clearing, fixed income clearing,
custody or settlement services to or for you (including as prime broker in connection with prime broker
transactions or fixed income clearing transactions, or in connection with any give-up, free delivery or
unsettled transaction, or when acting as a clearance and/or settlement agent in any clearing system,
market, or exchange, domestic or international) or transactions in, or the custody of, cash made in
connection with, or in contemplation of, any of the foregoing.
“Code” means the United States Bankruptcy Code as in effect from time to time.
“Costs” is defined in Section 14B hereof.
“Content” means any research reports or materials, market data (including any valuations of
securities or other investments), news, documents and other information, reports, analytics, calculators, or
data whether provided through Electronic Tools or otherwise.
“Court” is defined in Section 20B hereof.
“Default” is defined in Section 6 hereof.

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“Depository” means a clearing organization; settlement or netting system customarily used to clear
or net transactions; book entry system participant or entity that JP Morgan employs based upon customary
market practice, such as the Federal Reserve Bank or any participant in the Federal Reserve book-entry
system, The Depository Trust & Clearing Corporation, Euroclear, Clearstream, Sicovam, the Mortgage-
Backed Securities Division or the Government Securities Division of the Fixed Income Clearing
Corporation and any other similar organization.
“Electronic Tool” means any software, system, electronic functionality or service, including
interactive devices, internet capability, functionality, site or service hardware, device or communications
facility.
“Electronic and/or Extra Services” is defined in Section 24A hereof.
“English Law Master Agreement” means any Governing Agreement between you and a JP Morgan
Entity that contains close-out and netting provisions, is governed by English law and is entitled to the
benefits of a netting opinion.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Extraordinary Event” is defined in Section 27F hereof.
“FDICIA” means the Federal Deposit Insurance Corporation Improvement Act of 1991. The
following terms used in this Agreement shall have the same meanings herein as set forth in Title IV of
FDICIA: “
netting contract,” “covered contractual payment entitlement” and “covered contractual
payment obligation.”
“FINRA” means the Financial Industry Regulatory Authority.
“Governing Agreement” means any agreement, excluding this Agreement, between you and one or
more JP Morgan Entities with respect to a particular Activity or any Electronic and/or Extra Service that
is executed before, on, or after the date of this Agreement.
“Guarantor” means a party who has guaranteed any of your Obligations.
“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
“Investment Advisor” is defined in Section 10B hereof.
“JP Morgan Persons” is defined in Section 24G hereof.
“Margin” is defined in Section 3A hereof.
“Master Repurchase Agreement” means any master repurchase agreement executed between you
and a JP Morgan Entity.
“NYSE” means the New York Stock Exchange, L.L.C.
“NYUCC” means the Uniform Commercial Code as adopted in the State of New York as in effect
from time to time. The following terms used in this Agreement shall have the same meanings herein as
set forth in the NYUCC: “
Commodity Account,” “Commodity Contract,” “Commodity Intermediary,”
“Entitlement Order,” “Financial Asset,” “Instrument,” “Investment Property,” “Proceeds,”
“Securities,” “Securities Account,” “Security Entitlement,” and “Securities Intermediary.”
“Obligation” means, (a) as the context requires each of your obligations or liabilities to a
JP Morgan Entity and of a JP Morgan Entity to you, including (i) a requirement to make a margin
payment or settlement payment or to maintain Margin; (ii ) any Clearing Obligation; (iii) any requirement
hereunder or with respect to an Activity; and (iv) any “
debt” as defined in the Code; and (b) any
obligation or requirement you have to liquidate or otherwise reduce a position, account or Activity, or to

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pay or perform under a guarantee or indemnity; in each case, whether or not payment or performance is
due, including with respect to its acceleration, cancellation, termination or liquidation, whenever arising
and whether fixed, matured, unmatured, liquidated, unliquidated or contingent.
“Prime Rate
” means the highest prime rate of U.S. money center commercial banks as published in
the Wall Street Journal.
“provisional remedy” is defined in Section 21B hereof.
“Remote Clearance Instructions” means instructions in respect of your Activities that are input via
a remote terminal that is located on your premises and received by JP Morgan via an electronic link
(directly or indirectly through J.P. Morgan Clearing Corp.).
“Relevant Counterparties” means, in respect of a Clearing Transaction, or a trade giving rise to a
Clearing Transaction, the broker or dealer who executed such trade or transaction, the purchaser, seller,
lender or borrower, as applicable, with whom such trade was conducted, any broker or dealer clearing for
any of the foregoing, and any Depository involved in such trade or transaction.
“Service Fees” is defined in Section 8 hereof.
“Short Sale Charges” is defined in Section 8 hereof.
“Source” is defined in Section 24A hereof.
“Trading System” means any device, software, network or system used by or for you or with
which you communicate for the purpose of entering, facilitating or routing orders or trading.
“UCC” is defined in Section 4B(m) hereof.
“Used” is defined in Section 17 hereof.
“User Code” means any digital certificate, identifier, user name or password that may be required
to access or use or communicate with or through some or all Trading Systems or Electronic Tools.
2. GENERAL OBLIGATIONS. You shall pay and perform all of your Obligations in
accordance with their terms, including in connection with any acceleration thereof. The parties shall
conduct all Activities in accordance with Applicable Laws.
3. SECURITY INTEREST AND LIEN.
A. Grant of Security Interest. You grant to each JP Morgan Entity a continuing security
interest in and lien upon and assign to each JP Morgan Entity all of your rights, title and interests to:
(a) any account maintained for you by or with any JP Morgan Entity; (b) all property now or hereafter
credited to or held in any such account or otherwise held, or carried by or through, or subject to the
control of any JP Morgan Entity or agent thereof, including all margin, Securities, Securities Accounts,
monies, Commodity Contracts, Commodity Accounts and Investment Property (including all Financial
Assets and Instruments) whether fully paid or otherwise; (c) all rights you have in any Obligation of any
JP Morgan Entity, all rights you have in or to any Activity, and all rights you have in any unsettled
transactions; and (d) all Proceeds of or distributions on any of the foregoing (collectively, clauses
(a) through (d), “Margin”), as security and margin for the payment and performance of each of your
Obligations to each JP Morgan Entity; provided, however, that with respect to any English Law Master
Agreement, JP Morgan’s security interest shall be subject to any netting, offset and recoupment rights under
the English Law Master Agreement. The description of any property that is Margin contained in any
Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder.
Each item of property, including Investment Property, a Security, a general intangible, contract rights, an
Instrument and cash, held in or credited to any Securities Account at a Securities Intermediary shall be
treated as a Financial Asset.

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B. Margin for All Your Obligations. Notwithstanding any provision to the contrary
contained in any Governing Agreement, all Margin pledged by you to a JP Morgan Entity, whether under
this Agreement, any Governing Agreement or any Activity, shall be and shall constitute, to the fullest
extent of any rights you have in such assets, Margin pledged by you under and in connection with this
Agreement, each Governing Agreement and each Activity, to margin and secure your Obligations under
this Agreement, each Governing Agreement and each Activity, and each Governing Agreement and each
Activity, whenever entered into, shall be deemed amended accordingly. Each JP Morgan Entity shall,
without your further consent, comply with any orders or instructions of each other JP Morgan Entity with
respect to Margin, including (a) any Entitlement Orders or other instructions, including to transfer to a
JP Morgan Entity or other person or to redeem any Margin, and (b) if the JP Morgan Entity is a
Commodity Intermediary, any instructions to such JP Morgan Entity to apply any value distributed on
account of a Commodity Contract as directed by each other JP Morgan Entity. All Margin is held as
Margin by each JP Morgan Entity both for itself as a secured party and as agent and bailee of each other
JP Morgan Entity, and each JP Morgan Entity acknowledges that it is so acting and that it is on notice of
the security interest you have granted to each other JP Morgan Entity.
C. Certain Rights with Respect to Margin. Each JP Morgan Entity is authorized, at any
time and without notice to you, to use, credit, apply or transfer Margin within such JP Morgan Entity
and/or to any other JP Morgan Entity to which you have an Obligation (including under a Master
Repurchase Agreement, in which event such transferred Margin shall become Additional Purchased
Securities or Margin Securities, as the case may be, as defined in the applicable Master Repurchase
Agreement). Each JP Morgan Entity has the right to not comply with (a) any Entitlement Order or other
instruction originated by you or a third party that would require a JP Morgan Entity to make a delivery of
Margin to you or any other person and (b) any instruction from you to apply any value on account of any
Commodity Contract (whether such value is distributable or not), in each case to the extent that delivery
of such Margin contradicts an instruction received from a JP Morgan Entity or would result in any of your
Activities or Obligations being collateralized in an amount less than the amount required by Applicable
Laws, any applicable Governing Agreement or this Agreement. You agree that the actions of a JP Morgan
Entity in not complying with your instructions as allowed in this Section 3C does not violate any duties a
JP Morgan Entity may have as a Securities Intermediary or Commodity Intermediary.
D. Covenants in Respect of Margin; Power of Attorney. You covenant that with respect
to Margin and the delivery of Margin, you will take such action as is necessary to cooperate with
JP Morgan to perfect or preserve its first priority security interest, legal or equitable charge or other
mortgage or assignment in the Margin. You irrevocably appoint each JP Morgan Entity to be your
attorney-in-fact and your agent (with full powers of substitution and delegation) to: (a) act in your name
and on your behalf and as your act and deed or otherwise under a power coupled with an interest to do
any act whatsoever required to be done under this Agreement as fully as you may do personally, including
actions required to execute, sign, seal, deliver, lodge and file any documents which such JP Morgan
Entity may require for perfecting or preserving its first priority security interest, legal or equitable charge
or other mortgage or assignment in the Margin, including financing statements or register notations and
(b) do all such acts and things as may be required for the full exercise of the powers conferred, including
upon the occurrence of a Default, executing and filing such documents as are appropriate to effect any
sale, lease, liquidation, disposition, realization, receipt of such Margin, vesting the Margin in the
JP Morgan Entity or the enforcement of any of the JP Morgan Entity’s rights hereunder. You covenant
that on request, you will ratify and confirm any deed, document, act and thing and all transactions that
any such attorney-in-fact or agent may do which falls under the scope of the foregoing power of attorney.
E. Release of Excess Margin. JP Morgan shall comply with your written request to release
Margin to you or to a third party, to the extent that after giving effect to such release, (i) you are in
compliance with all of your Activities and agreements with JP Morgan and (ii) after such release, all of

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your Activities and Obligations will be collateralized in an amount not less than the amount required by
Applicable Laws any applicable Governing Agreement and this Agreement. Margin available for release
shall be reduced by the amount of any outstanding margin calls under any Activity.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS.
A. Representations and Covenants of Each Party.
Each party represents and warrants that:
(a) it is authorized to enter into this Agreement and each Activity and to perform its
respective Obligations;
(b) the Agreement is legal, valid, binding and enforceable against it, except as
enforceability may be limited by bankruptcy, moratorium on payment of debt or other laws affecting the
rights of creditors generally; and
(c) the person who is executing this Agreement on its behalf is duly authorized to
sign this Agreement in its name.
Each party covenants that at the time it enters into any Activity, it will be authorized to
enter into such Activity and to perform its respective Obligations thereunder.
B. Your Representations and Covenants.
You represent, warrant and covenant that:
(a) you will engage in all Activities as principal, and accordingly, you will determine
the appropriateness for you of such Activities and address any legal, tax or accounting considerations
applicable to you;
(b) your transactions with JP Morgan are conducted with your own money and assets
(other than your use of funds borrowed from JP Morgan) and for your own account;
(c) you are and will be: (i) knowledgeable of and experienced in the risks of entering
into the Activities in which you engage; (ii) capable of evaluating the merits and risks of such Activities;
(iii) able to bear the economic risks of such Activities, and (iv) solely responsible for monitoring
compliance with your own internal restrictions and procedures governing investments, trading limits and
manner of authorizing investments, and laws and regulations affecting your power, authority or ability to
trade, invest or engage in Activities;
(d) you will immediately notify JP Morgan of any material change in your financial
condition;
(e) unless JP Morgan has expressly agreed otherwise in a written agreement under
which JP Morgan receives compensation specifically identified as consideration for acting in such
capacity or providing such advice, (i) JP Morgan is not your fiduciary or adviser; (ii) no advice furnished
by JP Morgan shall form a primary basis for any of your decisions; (iii) no amounts paid by you to
JP Morgan shall be attributable to any advice provided by JP Morgan; and (iv) you will not rely on
JP Morgan taking any action with respect to any account, position or Activity, including advising you of
any rights you may have or of the expiration of any periods for taking any action on any matter;
(f) before depositing in any of your accounts, tendering as Margin or instructing
JP Morgan to sell any securities that are (i) “restricted securities
” or securities of an issuer of which you
are an “affiliate” (as those terms are defined in Rule 144 under the Securities Act of 1933); or
(ii ) securities that are to be sold in reliance on Rule 701 and/or Rule 145(d) under such Act; or
(iii) securities of an issuer of which you and any third party, including the issuer or their underwriter, have
entered into an agreement restricting the transferability of such securities, you will (w) advise JP Morgan

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of the status of such securities, (x) obtain clearance from JP Morgan with regard to the salability of such
securities, (y) promptly furnish whatever information and documents (including opinions of legal
counsel) that JP Morgan may reasonably request and (z) not sell, pledge, assign or transfer such
securities, unless you first provide any such required or requested documents;
(g) you will neither use the name of JP Morgan nor make any disclosure with respect
to our relationship with you, including in any disclosure document, solicitation, marketing or advertising
material or any filing or news release, without our prior written consent provided, however
, that you may,
use the name of the JP Morgan Entity that is acting as your prime broker in your disclosure document,
solicitation, marketing or advertising materials or in any other document if your only use of such
JP Morgan Entity’s name is to reference that it is acting as your prime broker;
(h) unless you advise us to the contrary in writing, at all times, none of your assets
constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited
transaction sections of ERISA, the prohibited transaction provisions of the Internal Revenue Code or any
federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406
of ERISA or Section 4975 of the Internal Revenue Code;
(i) you will notify JP Morgan in writing prior to any of your assets becoming subject
to the fiduciary responsibility and prohibited transaction sections of ERISA, the prohibited transaction
provisions of the Internal Revenue Code or any federal, state, local or non-U.S. law that is similar to the
prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code
and, upon JP Morgan’s request, you will immediately terminate any or all Activities prior to your assets
becoming subject to such laws;
(j) you have the right to pledge and assign to JP Morgan all Margin pledged and
assigned hereunder;
(k) the Margin is and at all times will be free and clear of any liens, claims and
encumbrances, except in favor of a JP Morgan Entity, and you will not take any action that would impair
a JP Morgan Entity’s first priority, perfected security interest in the Margin;
(l) you will cause the Margin to be subject at all times to a first priority perfected
security interest in favor of JP Morgan enforceable in accordance with terms hereof, including if required
by Applicable Laws or requested by JP Morgan, promptly noting in your register of mortgages and
charges or similar register, the security interest created by this Agreement over your property; and
(m) upon your delivery of Margin, the filing of any financing statements required by
the Uniform Commercial Code as in effect in the applicable jurisdictions (“UCC
”), and such other filings,
registrations, licenses, recordings or consents which have been made or obtained, this Agreement will
create, as security for your Obligations, a valid and perfected, first priority security interest in all Margin
pledged by you to secure any and all Obligations and no further filings, registrations, licenses, recordings
or consents of or with any governmental body, agency or official are necessary to create, preserve or
perfect such first priority security interest in all such Margin.
C. Deemed Repeated.
You will be deemed to have repeated each representation, warranty and covenant
contained in Section 4B at the time of entering into each Activity and on each day on which an Obligation
is in existence and at the time of any transfer to or from you of Margin.
5. EXTENSIONS OF CREDIT; MARGIN.
A. Extensions of Credit. We may from time to time lend you funds or securities or
otherwise extend you credit. Unless otherwise expressly agreed in writing, debit balances, other
extensions of credit and loans are repayable upon demand.

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B. JP Morgan’s Margin Requirements. Upon receipt of notice from JP Morgan, which
may be given orally, you shall immediately transfer to JP Morgan such Margin or additional Margin as
JP Morgan may require in connection with any Activity, in each case subject to the time requirements by
which demands for Margin must be satisfied, and the amount of Margin required under, any Governing
Agreement, a confirmation of such Activity or relevant supplement.
C. Value and Amount of Margin. The market value of Margin shall be determined by
JP Morgan for purposes of determining whether or not Margin is required in connection with an Activity.
Notwithstanding any provision to the contrary contained in this Agreement or any Governing Agreement,
you shall be required to maintain Margin hereunder and with respect to each Governing Agreement and
Activity in an amount not less than the amount required by Applicable Laws. Unless otherwise agreed in
writing to the contrary, JP Morgan may decline to accept any property as Margin or to ascribe value to
any unsettled or open position in your account. Unless otherwise agreed in writing, compliance with
requirements for Margin for each Activity may be determined by JP Morgan without regard to any other
Activity, notwithstanding industry custom or past practices, and notwithstanding that all Margin is
pledged as security for all of your Obligations.
6. DEFAULT. Each of the matters provided for in clauses (a) through (f) below shall
constitute and be referred to as a “Default”: (a) an Act of Insolvency occurs in respect of you; (b) you
breach, repudiate or default (however denominated) under or in connection with any Obligation, this
Agreement, any Governing Agreement or Activity, provided, that in respect of a default of an Activity
governed by a Governing Agreement, the applicable JP Morgan Entity has declared you in default
(however denominated) under the relevant Governing Agreement or Activity, taking into account cure
periods or notice requirements, if any, that may apply under such Governing Agreement or Activity, or
you fail, or make an oral or written statement that you are or will be unable, to meet a margin call or other
demand for Margin when due; (c) JP Morgan reasonably believes, in good faith, that it may not be able,
without delay, to apply Margin or set off JP Morgan’s Obligations against your Obligations; (d) any of
your representations or warranties made in connection with any Obligation, this Agreement, any
Governing Agreement or Activity shall have been untrue in any material respect, either when made or
when deemed repeated; (e) a Guarantor fails to perform under its guarantee, or an event that would be a
Default if it occurred with respect to you occurs (i) with respect to a Guarantor, or (ii) if you are a
partnership or other similar entity (including a limited partnership), with respect to your general partner;
or (f) if, after a request (which may be given orally) by JP Morgan for adequate assurances of future
performance made as a result of a change, or reports of a change, in your circumstances that JP Morgan
reasonably believes, in good faith, affects your ability to perform your Obligations or to conduct business
in your ordinary course, you fail to provide JP Morgan with such adequate assurances within 24 hours of
such request.
7. REMEDIES. If a Default occurs, then, without notice and notwithstanding any notice,
termination or cure provisions of any applicable Governing Agreement or Activity, each and any
JP Morgan Entity, at its option, may:
(a) determine you to be in default (however denominated) of any or all Activities with
any or all JP Morgan Entities;
(b) in whole or in part, accelerate, cancel, terminate, liquidate or otherwise close out this
Agreement, any Governing Agreement or Activity with you in accordance with the terms of this
Agreement or such Governing Agreement or Activity;
(c) retain any Margin, set-off, net, and/or recoup a JP Morgan Entity’s Obligations to
you against any of your Obligations to any JP Morgan Entity, and your Obligations to a JP Morgan Entity
shall be deemed performed and discharged to the extent any JP Morgan Entity has effected a valid and
unavoidable set-off, netting or recoupment, and you expressly waive any requirement of mutuality to

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allow one JP Morgan Entity to set off, net or recoup any Obligation owed by you to a JP Morgan Entity
against any Obligation of a different JP Morgan Entity to you (and you agree that the JP Morgan Entities
may reconcile any such set off, netting or recoupment as they determine);
(d) calculate any Obligation due to you by first deducting any Obligation that you owe to
any JP Morgan Entity before determining the final amount of any such Obligation;
(e) foreclose, collect, sell or otherwise liquidate any or all Margin a JP Morgan Entity
selects, in any order and at any time, and apply the Proceeds thereof to satisfy any of your Obligations to
it or any other JP Morgan Entity;
(f) buy any and all property that may have been sold short;
(g) in each JP Morgan Entity’s discretion, convert at your expense any Obligation from
one currency into another currency at such rates as JP Morgan shall determine; and
(h) take any other action permitted by law or in equity or by any Activity to protect,
preserve or enforce JP Morgan’s rights or to reduce any risk to JP Morgan of loss or delay, including
entering into hedging transactions for your account and risk.
You agree that JP Morgan has no obligation to liquidate any Margin in any particular manner.
At any sale of Margin or other sale or purchase permitted hereunder or otherwise, each JP Morgan Entity
may sell or purchase to or from itself or third parties; and the parties acknowledge and agree that the
Securities subject to such sale or purchase are traded in a recognized market. You shall be liable to the
extent permitted by law for interest on any amount not paid when due for the period from the due date
thereof to the date of payment at a rate equal to the higher of (i) the Prime Rate in effect from time to time
and (ii) the highest rate applicable to any defaulted Activity, plus in either case two percentage points.
You shall be liable to and shall pay such JP Morgan Entity for: (x) the amount of all reasonable legal or
other expenses incurred by such JP Morgan Entity in connection with or as a result of a Default,
(y) damages in an amount equal to the loss or cost (including all fees, expenses and commissions) of
entering into replacement transactions and entering into or terminating hedge transactions, including for
your account and risk, in connection with or as a result of a Default, and (z) any other loss, damage, cost
or expense arising or resulting from the occurrence of a Default in respect of any Activity. Our rights and
remedies hereunder are cumulative and are in addition to any other rights and remedies available at law or
in equity.
8. FEES AND CHARGES; ACCOUNT RELATED COSTS. JP Morgan may charge
commissions and other fees in respect of Clearing Transactions, custody or any other services furnished to
you (collectively, “Service Fees”), and you shall pay such Service Fees at JP Morgan’s then-prevailing
rates unless otherwise agreed in writing. Unless otherwise agreed with you in writing, such Service Fees
may be changed from time to time, upon prior written notice. With respect to any short sale transactions
in securities that are or become hard-to-borrow, your account also may be charged an amount equal to the
sum of (a) the costs and expenses incurred by JP Morgan and (b) a Service Fee in connection with the
establishment and/or maintenance of your short positions in that security (together, “Short Sale
Charges”). A security is or becomes hard-to-borrow when increased short selling in that security in the
market causes an increase in demand to borrow the security, which in turn causes an increase in the cost
and expense to JP Morgan in establishing and/or maintaining a short position in such security for your
account. Short Sale Charges may be disclosed to you at the time a short position is established or may be
imposed or increased from time to time in light of changing market conditions, with notice to you (which
in certain instances may not be prior notice) and you agree to pay such Short Sale Charges at JP Morgan’s
then-prevailing rates. JP Morgan reserves the right to impose minimum Service Fees on inactive
accounts. Out-of-pocket expenses incurred by JP Morgan in the performance of its services hereunder
and all other charges and disbursements incurred or made by JP Morgan in connection with your
Activities shall be paid by you. You will pay any applicable value added tax and such other taxes, duties

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Standard Form IAA 2011-11 -14

and fees as are applicable to Activities entered into by you. If you are required by law to make any
deduction or withholding from any payment due under any Activity or hereunder, you shall pay to us
simultaneously with making such payment an additional amount as may be necessary in order for the total
amount received by us after all deductions and withholdings to be equal to the amount which we would
have received had no deduction or withholding been made. Any and all taxes, including any interest and
penalties with respect thereto, which may be levied or assessed under present or future laws upon or in
respect to your accounts, Activities or upon or in respect of income thereof shall be paid by you. All such
Service Fees, charges, expenses, disbursements and taxes as described above may be deducted by
JP Morgan from your accounts.
9. ACTIVITY REPORTS; CONFIRMATIONS; ACCOUNT STATEMENTS; PRICING.
A. Conclusiveness of Activity Reports. Activity Reports and other confirmations of
transactions that have been made available or provided to you by JP Morgan, electronically or otherwise,
by 10:00 a.m. on the business day immediately following a trade date shall be conclusive if not objected
to by 2:00 p.m. on that day. Activity Reports that have been made available to you after 10:00 a.m. on the
business day immediately following a trade date shall be conclusive if not objected to within four hours
thereafter. Information relating to such Activities that is contained in confirmations and account
statements, to the extent not included in such Activity Reports, shall be conclusive if not objected to in
writing within three days (in the case of confirmations) and ten days (in the case of account statements),
after transmission to you by mail or otherwise.
B. Estimated Price or Indicative Valuation.
(a) In providing you with an estimated price or indicative valuation, JP Morgan is
not undertaking to render investment advice, manage money or act as a fiduciary with respect to your
accounts or any of your managed or fiduciary accounts. Providing you with an estimated price or
indicative valuation at your request does not constitute a bid by JP Morgan for any security or derivatives
transaction. We expressly disclaim any responsibility for (and you agree to hold us harmless for any loss
in respect of) any use to which you put an estimated price or indicative valuation and, by accepting it, you
hereby agree that you will not provide it (or any part thereof) to any third parties without our prior written
consent. In addition, the estimated price or indicative valuation should not be your primary basis for
determining the value of any security or derivatives transaction or in making any investment decision. It
should only be used by you in conjunction with information obtained from other sources, including other
pricing estimates and indicative valuations. It should not serve as your primary basis, and you will not
state in any marketing or sales material that it serves as your primary basis, for determining the official or
estimated net asset value of a hedge fund, mutual fund or other collective investment vehicle;
(b) The estimated price or indicative valuation represents the good faith estimate of
JP Morgan, at the time the estimated price or indicative valuation was determined, of the value of a
security or derivatives transaction between estimated bid and offer levels (the spread between which may
be significant), given a stable market and a reasonable time for marketing. A market for the securities and
derivatives transactions for which you have received an estimated price or indicative valuation may not
exist, and a sale in an adverse market, or a distressed or forced sale, could result in proceeds that are far
less than the estimated price or indicative valuation provided;
(c) The estimated price or indicative valuation may be based on one or all of a
number of factors or assumptions, including general interest rate and market conditions; macroeconomic
and deal-specific credit fundamentals; valuations of securities or derivatives transactions which may be
comparable in terms of rating, structure, maturity and/or covenant protection; cash flow projections
(which are also based on assumptions about certain parameters that include, but are not limited to, default,
prepayment, recovery and reinvestment rates); information JP Morgan believes to be reasonable and
accurate but which may no longer be current (including, for example, collateral manager or trustee
reports); and proprietary models used by JP Morgan which may change from time to time and vary from

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Standard Form IAA 2011-11 -14

the assumptions and models used by other persons. In addition, it may be generated by a different, more
automated and possibly less complex or current process than that used for, making margin calls in
connection with repurchase, reverse repurchase or securities lending transactions, trading or other internal
purposes of JP Morgan; and
(d) The estimated price or indicative valuation may not take into account position
size, market volatility or other conditions, the risk of counterparty default or liquidity. It may differ
significantly from prices at which securities or derivatives transactions could be or could have been
purchased or sold in any market or to or from any person or the prices at which JP Morgan or any other
person would be willing to enter into, terminate, unwind or assign the relevant derivatives transactions. It
has not been confirmed by actual trades and may vary from the value JP Morgan or any another person
assigns to such security or derivatives transaction while in its inventory, in your account or in connection
with repurchase and reverse repurchase or securities lending transactions. The disclaimers contained in
this Section 9B are in addition to those contained in any JP Morgan Access Agreement, Customer
Agreement, Account Agreement or other similar agreement and/or Electronic Services Agreement to
which you are a party.
10. AUTHORIZED PERSONS; INSTRUCTIONS.
A. JP Morgan is Authorized to Act on Instructions. JP Morgan is authorized to act upon
any instructions, oral or written or delivered electronically or by facsimile, central processing unit
connection, on-line terminal, magnetic tape, Remote Clearance Instructions or Bulk Input Instructions,
reasonably believed by JP Morgan to have been given by a person (including officers, directors,
employees or Investment Advisors acting for you) whom JP Morgan reasonably believes has been
authorized by you to give such instructions (each, an “Authorized Person”). JP Morgan shall not be
liable for acting in accordance with any such instruction; JP Morgan has no duty to make any inquiry as
to such Authorized Person’s actual authority. You are obligated to and will perform all your Obligations
to, and Activities entered into with, JP Morgan based upon instructions from an Authorized Person.
B. Investment Advisor. In the event that you retain an investment advisor, manager or
other agent (“Investment Advisor”) to act for you, you agree and acknowledge that (a) such Investment
Advisor, and not JP Morgan, is responsible for making or recommending investments; (b) JP Morgan
does not select, endorse or recommend any Investment Advisor; and (c) JP Morgan shall have no liability
for acting in accordance with the instructions of such Investment Advisor.
C. Investment Restrictions. JP Morgan does not monitor or control whether investments
selected by you or your Investment Advisor are consistent with or suitable to effect any investment
program or strategy including any you may have agreed on with such Investment Advisor, any private
placement memorandum or similar document, any statement to regulators, investors or lenders, or laws
and regulations affecting your ability to trade and invest.
D. Statute of Frauds. You waive any and all defenses that any instruction for your account
was not in writing as may be required by the statute of frauds or any similar law, rule or regulation.
11. CLEARING TRANSACTIONS.
A. Delivery of Trade Details; Risk; Settlement Payment. When JP Morgan engages in
Clearing Transactions for you: (a) you will furnish trade details in accordance with JP Morgan’s
requirements as to content, manner and timeliness of delivery, as may be established from time to time;
(b) written instructions to you from JP Morgan shall include transmissions by or through facsimile
transmission or delivered electronically (using the facsimile number or email address listed in our
records), central processing unit connection, on-line terminal, magnetic tape, Remote Clearance
Instructions and Bulk Input Instructions; (c) you shall bear all the risks and costs related to each Clearing
Transaction, including non-performance by any Relevant Counterparty; (d) unless JP Morgan extends
credit to you, no later than the time at which JP Morgan becomes obligated to a Relevant Counterparty,

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Standard Form IAA 2011-11 -14

you will provide JP Morgan, and be responsible for, the settlement payment (including the necessary
securities) to enable JP Morgan to process, clear and settle the delivery of the securities and cash related
to such Clearing Transaction, and any cash or securities necessary to meet a demand for margin made by
any Relevant Counterparty. If either you or any Relevant Counterparty fails for any reason to settle the
transaction and/or return any free delivery within a reasonable period of time, as determined by
JP Morgan, you will be solely liable to JP Morgan for any and all loss, expenses or fail costs in
connection therewith. JP Morgan shall have no liability whatsoever to you in any such circumstance.
Nothing contained herein shall be construed as imposing liability on any JP Morgan Entity as a principal
party in connection with any Clearing Transaction in which it is acting as agent and you shall not, under
any circumstance, represent to any third party broker or dealer or any other entity that any JP Morgan
Entity acts as a guarantor of any such Clearing Transaction.
B. Ability to Complete Transactions. You will execute only bona-fide orders. If required
for settlement, you will request a free delivery of cash or securities only when you have reasonable
grounds to believe that the contra-party and the entity that executed your order have the financial
capability to complete the contemplated transaction.
C. Clearing Procedures and Timing. JP Morgan will attempt to clear Clearing
Transactions within a reasonable period as determined by it, and utilize the same procedures it utilizes
when clearing transactions on behalf of other customers.
12. SHORT AND LONG SALES
A. Short Sales. Where required by Applicable Laws, in placing a sell order in any equity
security with, or reporting a sell order to, JP Morgan for a short account, you shall designate the order as
“short.” Your reporting of a sell order as “short” shall constitute your representation that, if your order
was executed by a broker other than JP Morgan, such executing broker or another registered broker dealer
has obtained a “locate” (i.e., assurances that the relevant securities can be obtained and delivered to
JP Morgan in time to enable JP Morgan to settle the trade on a standard settlement basis) and you will
identify to JP Morgan the source of your “locate”. JP Morgan may in its discretion require you to obtain
all “locates” from JP Morgan. JP Morgan may also determine not to accept your representation of having
obtained a “locate” as the grounds required for reliance by it under Applicable Laws and may in its
discretion borrow or buy, for your account and risk, the securities you have sold short.
B. Long Sales. Where required by Applicable Laws, in placing any sell order with, or
reporting a sell order to, JP Morgan for a long account, you shall designate the order as such. No order
may be designated as being for a “long” account unless (a) you own the relevant securities and such
securities may be sold without restriction in the open market and (b) either such securities are in
JP Morgan’s physical possession and control at the time you place the order or, upon your request,
JP Morgan has determined that it may reasonably expect such securities to be in its physical possession or
control in good deliverable form by settlement date. Your designation of an order as “long” shall
constitute your representation that (a) and (b) are true and accurate statements.
C. Designation Discrepancies. Your executing broker may identify your sale as “short” or
“long” in the trade information reported by it to JP Morgan, and JP Morgan will reconcile such
information with the trade information reported to it by you. In order to enable JP Morgan and your
executing broker to comply with their obligations under Applicable Laws, you acknowledge that
JP Morgan may advise your executing broker of any discrepancies between the trade information
provided by your executing broker and the trade information provided by you and JP Morgan shall report
such discrepancies to your executing broker as soon as the technology to support such messages is
developed. Further, if JP Morgan has not obtained a “locate” in respect of an order which either you or
your executing broker has identified as “short,” and you have not identified to JP Morgan the source of
the “locate” required for such order, JP Morgan may notify your executing broker of such facts.

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Standard Form IAA 2011-11 -14

D. Fails to Deliver. In the event (a) a “locate” was not obtained by your broker in
connection with a sale for a short account notwithstanding your representation to the contrary, JP Morgan
may buy the securities for your account and risk, and charge your account for all costs and expenses
incurred by it and (b) you fail to make delivery of securities on a timely basis to enable JP Morgan to
settle a sale for a long account, you shall pay to JP Morgan any losses, liability or expenses incurred by it.
E. Threshold Securities. In order to enable JP Morgan to comply with its obligations under
Applicable Laws, JP Morgan reserves the right to reject orders in Threshold Securities, as defined in
Regulation SHO, in which JP Morgan has aged fails in such securities.
F. “Hard to Borrow” Securities. When securities that you have sold short are/or become
“hard-to-borrow”, JP Morgan may make a change to any rebates that may be paid to you and/or assess a
borrow fee applicable to such securities.
G. Substitute Dividend Payments. When income is paid in relation to any securities sold
short on, or by reference to, an “ex-date” on which such short position remains open, JP Morgan shall
debit a sum of money or property from your account equivalent to the amount necessary to enable
JP Morgan to make the equivalent payment to its lender in relation to the applicable securities loan,
together with such additional amounts as may be agreed by you and JP Morgan.
13. OPTIONS TRANSACTIONS. In the event you purchase or write (i.e. sell) listed options,
you hereby agree and acknowledge the following: (a) all options transactions shall be subject to the
constitution, rules, regulations, customs and usages of the Options Clearing Corporation and any
exchange or other marketplace where executed; (b) you will not, acting either alone or in concert with
others, violate the position or exercise limits of the exchanges, which limits may change from time to
time; (c) you have read and understood the Options Risk Disclosure Document and Special Statement for
Uncovered Writing and have determined that options trading is not unsuitable for you; and (d) you have
read and understood the section of the Options Risk Disclosure Document entitled “Exercise and
Assignment” and you understand that (i) with respect to any option over which the Options Clearing
Corporation has control if you fail to give instructions to the contrary prior to the expiration date, of any
such option, the Options Clearing Corporation will automatically exercise any such option which is in the
money by a certain amount, which amount is determined by the Options Clearing Corporation in its
discretion; (ii ) JP Morgan shall have no responsibility to advise you when an option in your account is
nearing expiration and shall bear no responsibility for any loss incurred by you arising out of the fact that
an option in your account was not exercised unless you have instructed JP Morgan to exercise such option
by the time established by JP Morgan; (iii) you may not receive actual notice of an exercise assignment
until the week following the expiration date; (iv) exercise assignment notices for option contracts are
allocated among customer short positions pursuant to a procedure that randomly selects from among all
customer short positions, including positions established on the day of assignment, those contracts that
are liable for assignment at any time; and (v) all American-style short options are liable for assignment at
any time, and by contrast, European-style short options are subject to assignment only on the expiration
date. A more detailed description of such random allocation procedure is available upon request. You
understand that JP Morgan is required by Applicable Laws, including but not limited to FINRA Rule
2360, to obtain from you certain information regarding your investment objectives and financial situation
in order to determine that options transactions are not unsuitable for you and you hereby agree to provide
JP Morgan with all information required to allow JP Morgan to make such determination.
14. LIMITATION OF LIABILITY; INDEMNIFICATION.
A. Limitation of Liability. JP Morgan shall have no liability with respect to any breach of
its Clearing Obligations which does not arise from its willful misfeasance, bad faith or gross negligence.
To the extent permitted by Applicable Law, you agree that no JP Morgan Entity shall have any liability

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Standard Form IAA 2011-11 -14

for any consequential, indirect, incidental, or any similar damages, and you irrevocably and
unconditionally waive any right you may have to claim or recover any such damages (even if you have
informed JP Morgan of the possibility or likelihood of such damages).
B. Indemnity. You shall indemnify and hold JP Morgan, its officers, directors, employees
and agents harmless from and against, and shall pay JP Morgan on demand, any and all losses, claims,
damages, liabilities, obligations, penalties, excise taxes, judgments and awards and costs incurred by
JP Morgan (including costs of collection, reasonable attorneys’ fees, court costs and other expenses) in
connection with, related to or arising from (a) your Obligations; (b) enforcing its rights hereunder; (c) any
investigation, litigation or proceeding involving you, your accounts, any property therein (including
claims to such property by third parties) or any Activity; (d) the provision of any Electronic and/or Extra
Services to you or use of or access to any Electronic and /or Extra Service under a User Code assigned to
an authorized user; and (e) JP Morgan acting in reliance upon instructions JP Morgan reasonably believes
to be transmitted by an Authorized Person (collectively, clauses (a) through (e), (“Costs”). For the
avoidance of doubt, your indemnity for claims as described above includes claims asserted by third party
brokers or dealers in connection with Clearing Transactions (including JP Morgan’s right to refuse to
enter into a Clearing Transaction for you). Whether or not demand has been made, you authorize
JP Morgan to debit any of your accounts for any and all such Costs.
15. AGENTS; SUB-CUSTODIANS.
A. Employment of Agents. JP Morgan may employ agents or subcontractors in the
performance of its Obligations under this Agreement or in connection with any Activity. The appointment
of any such agent or subcontractor pursuant to this Section 15A shall not relieve JP Morgan of any of its
Obligations under this Agreement or in connection with any Activity. Notwithstanding the foregoing, no
Depository shall be considered an agent or subcontractor of JP Morgan and JP Morgan shall have no
liability for any loss or damage arising out of the insolvency, acts or omissions of any Depository used by
it.
B. Appointment of Sub-custodians. JP Morgan may appoint sub-custodians, including its
own Affiliates, of assets held by or through JP Morgan in your accounts. JP Morgan will exercise
reasonable skill, care and diligence in the selection of any such sub-custodian and will be responsible to
you for satisfying itself as to the ongoing suitability of such sub-custodian to provide custodial services,
will maintain an appropriate level of supervision over such sub-custodian and will make appropriate
inquiries periodically to confirm that the obligations of such sub-custodian continue to be competently
discharged. Anything herein to the contrary notwithstanding, JP Morgan will be liable only for loss or
damage (subject to the limitations in Section 14 above) arising out of the insolvency, acts or omissions of
any sub-custodian appointed by it that is an Affiliate, but shall not be liable for any such loss or damage
arising out of the insolvency, acts or omissions of any sub-custodian appointed by it that is not an
Affiliate, provided that JP Morgan has complied with its undertakings in the preceding sentence.
16. FREE CREDIT BALANCES. You authorize JP Morgan to use any free credit balance
awaiting investment or reinvestment in any of your accounts in accordance with all Applicable Laws and
to pay interest thereon at such rate or rates and under such conditions as are established from time to time
by JP Morgan for such accounts and for the amounts of cash so used. In accordance with applicable
regulations, free credit balances are carried in customers’ accounts pending, and with a view towards,
reinvestment.
JP Morgan may determine not to pay interest on free credit balances representing
(a) uncollected funds; (b) funds that are deposited and subsequently withdrawn prior to the expiration of
the minimum time period required by JP Morgan; or (c) any credit balances created or increased solely
for the purpose of receiving interest thereon.

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Standard Form IAA 2011-11 -14

17. CONSENT TO LOAN OR PLEDGE SECURITIES. Unless prohibited by Applicable
Laws, you authorize JP Morgan to borrow and/or lend either to itself or to others any Securities which
constitute Margin hereunder together with all attendant rights of ownership, and to use all Margin as
collateral for JP Morgan’s general loans or other obligations and with respect to repurchase transactions.
All Margin, together with all attendant rights of ownership, may be pledged, repledged, sold,
hypothecated or rehypothecated or become subject to repurchase transactions (collectively with any of the
uses described in the preceding sentence, “Used”) either separately or in common with other property for
any amounts due to JP Morgan thereon, and for a greater sum than, and for periods longer than, your
Obligations, and JP Morgan shall have no obligation to retain a like amount of similar property in its
possession and control. You acknowledge that, with respect to Securities Used by JP Morgan (a) in
certain circumstances you may not be able to exercise voting and other attendant rights of ownership, (b)
rather than a dividend you may receive a payment which will not be eligible for the preferential tax rate or
treatment which may apply to dividends and (c) JP Morgan may receive and retain certain benefits (e.g.
payments) to which you will not be entitled. Nothing herein shall be construed to limit JP Morgan’s
Obligations to you hereunder.
18. TERMINATION; SURVIVAL; SUCCESSORS. Either party may terminate this
Agreement upon 30 days’ prior written notice; provided, however, that your termination of this
Agreement shall not be effective until you have fully satisfied your Obligations. The following shall
survive termination of this Agreement: (a) the provisions of this Agreement with respect to Obligations,
Activities, actions or failures to take action relating to, arising in or with respect to the period prior to
termination of this Agreement; (b) Section 3, thereby extending the right to any lien and security interest
until such time as, in the discretion of each JP Morgan Entity, security for the repayment of your
Obligations is no longer required; and (c) your indemnity under Section 14. This Agreement shall extend
to and be binding upon all of the parties (whether now existing or hereafter added) and their respective
successors and permitted assigns. Declining to clear or settle a prime broker transaction or any other
Clearing Transaction or declining to accept certain property as margin does not constitute a termination of
this Agreement.
19. AMENDMENT. JP Morgan may modify the terms of this Agreement at any time upon
prior written notice to you. You will be deemed to have agreed to any such modification if you accept
services from or engage in Activities with JP Morgan after such written notice to you. If you do not wish
to accept any such modification, you may notify JP Morgan thereof in writing within 15 days of such
written notification and your accounts and this Agreement may then be terminated as provided in
Section 18. Otherwise, this Agreement may not be waived or modified absent a written instrument signed
by an authorized representative of JP Morgan.
20. RESOLUTION OF DISPUTES.
A. ANY DISPUTE BETWEEN YOU AND A JP MORGAN ENTITY DIRECTLY OR
INDIRECTLY BASED UPON, ARISING OUT OF, RELATING TO OR IN CONNECTION
WITH JP MORGAN’S BUSINESS, ANY ACTIVITY, ANY OBLIGATION, THIS AGREEMENT,
ANY CLAIM BY YOU AGAINST A JP MORGAN ENTITY OR ANY CLAIM BY A
JP MORGAN ENTITY AGAINST YOU (REFERRED TO COLLECTIVELY HEREIN AS A
“DISPUTE”) SHALL BE DETERMINED BY LITIGATION IN A COURT EXCEPT THAT
WITH RESPECT TO DISPUTES WHICH ARE ELIGIBLE FOR ARBITRATION PURSUANT
TO FINRA RULE 10101 AND/OR THE RULES OF THE NYSE, AS ADOPTED BY FINRA,
EITHER PARTY RETAINS THE RIGHT TO PROCEED BY OR COMPEL ARBITRATION. IF
EITHER PARTY CHOOSES TO PROCEED BY ARBITRATION, YOU AND JP MORGAN
AGREE TO THE PROCEDURES, AND TO ABIDE BY THE REQUIREMENTS, LISTED IN
SECTION 21 BELOW. SHOULD EITHER PARTY CHOOSE TO PROCEED BY LITIGATION,
YOU AND JP MORGAN AGREE TO FOLLOW THE PROCEDURES, AND TO ABIDE BY THE
REQUIREMENTS, LISTED IN THIS SECTION 20. IF THIS SECTION 20 OR SECTION 21 IS

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Standard Form IAA 2011-11 -14

INCONSISTENT WITH THE PROVISIONS OF ANY OTHER AGREEMENT, THIS
SECTION 20 AND SECTION 21 SHALL PREVAIL; PROVIDED, HOWEVER, IF THE
DISPUTE ARISES SOLELY WITH RESPECT TO A TRANSACTION ARISING UNDER A
GOVERNING AGREEMENT, YOU AND JP MORGAN AGREE TO FOLLOW THE
PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN SUCH GOVERNING
AGREEMENT.
B. Exclusive Jurisdiction. With respect to any application for a provisional remedy, any
application for judgment on an arbitration award, and with regard to any suit, action, or other proceeding
(excluding an arbitration proceeding and enforcement of a judgment or award as provided in Section 20D
below) with respect to, based upon or relating to a Dispute, each party irrevocably (a) submits to the
exclusive jurisdiction of the U. S. District Court for the Southern District of New York (located in New
York County), or, if such court does not have jurisdiction, the Supreme Court of the State of New York,
County of New York (each, the “Court,” as applicable); (b) waives any objection that it may have at any
time to the laying of venue of any proceedings brought in any such Court, waives any claim that such
proceedings have been brought in an inconvenient or improper forum and further waives the right to
object, with respect to such proceedings, that such Court does not have any jurisdiction over such party;
(c) will not commence any action or proceeding with respect to, based upon or relating to a Dispute in any
other court; (d) agrees, subject, and without prejudice, to the right to arbitration in accordance with
Section 21 below, that all claims with respect to, based upon or relating to any Dispute may be heard and
determined in such Court; and (e) waives and agrees not to assert any claim of immunity from any legal
process (whether through service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to such party or its property.
C. Consent to Service of Process. Except as otherwise provided by Section 21, the parties
consent to service of process or delivery of any notice with respect to, based upon or relating to any
Dispute, judicial proceeding or arbitration, in each case, by personal delivery, delivery by mail, return
receipt requested, delivery by a recognized overnight delivery service and by any other means authorized
by Applicable Laws and, if applicable, by the rules governing any Dispute, judicial proceeding or
arbitration, addressed, if to a JP Morgan Entity, as provided in Section 27E of this Agreement, and, if to
you, to an address contained in the records of JP Morgan on which JP Morgan customarily relies.
D. Enforcement. Any judgment or award obtained with respect to a Dispute may be
enforced in the courts of any jurisdiction where the party and/or any of its property may be found without
re-examination of the matters previously adjudicated or determined, and each party irrevocably submits to
the jurisdiction of each such court for such purpose.
E. Service of Process. You irrevocably designate and appoint the individual or entity listed
below as an authorized agent to receive service of process on your behalf in connection with any Dispute,
including with respect to any arbitration or other proceeding, such appointment to continue until you
appoint a different authorized agent acceptable to JP Morgan. If for any reason such authorized agent is
unable to act as such, you will promptly notify JP Morgan and promptly appoint an authorized agent
acceptable to JP Morgan.
F. WAIVER OF JURY TRIAL. EACH OF YOU AND JP MORGAN (AND, TO THE
EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS
AND CREDITORS) KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY DISPUTE AND ANY RIGHT IT MAY HAVE TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY (a) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

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Standard Form IAA 2011-11 -14

NOT, IN THE EVENT OF DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION. IN THE EVENT OF DISPUTE, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
21. ARBITRATION.
A. THE PROVISIONS OF THIS SECTION 21 ARE APPLICABLE ONLY TO
ARBITRATION PROCEEDINGS ELIGIBLE FOR ARBITRATION PURSUANT TO FINRA
RULE 10101 AND/OR THE RULES OF THE NYSE AS ADOPTED BY FINRA. YOU HAVE
THE RIGHT TO HAVE ANY ACTION OR PROCEEDING DETERMINED BY BINDING
ARBITRATION.
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY
SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:
(a) ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT
TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY,
EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A
CLAIM IS FILED.
(b) ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A
PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION
AWARD IS VERY LIMITED.
(c) THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS,
WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN
ARBITRATION THAN IN COURT PROCEEDINGS.
(d) THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASONS
FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN
EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT
LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.
(e) THE PANEL OF ARBITRATORS MAY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
(f) THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME
LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT
IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.
(g) THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM
IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS
AGREEMENT.
ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD ONLY AT THE
FACILITIES OF, BEFORE AN ARBITRATION PANEL APPOINTED BY, AND PURSUANT
TO THE RULES OF FINRA. THE AWARD OF THE ARBITRATORS, OR OF THE
MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD
RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS
ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION
AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE
CLASS ACTION; WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED
OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE
PUTATIVE CLASS ACTION UNTIL:

18
Standard Form IAA 2011-11 -14


(i) THE CLASS CERTIFICATION IS DENIED; OR
(ii) THE CLASS IS DECERTIFIED; OR
(iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT
CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE
EXTENT STATED HEREIN.
B. Provisional Remedy. Notwithstanding the provisions of paragraph A above, either party
may seek, in either Court, any such temporary or provisional relief or remedy (“provisional remedy”)
provided for by the laws of the United States or the laws of the State of New York as would be available
in an action based upon such dispute or controversy in the absence of an agreement to arbitrate. The
parties intend to have any such application for a provisional remedy decided by the Court to which it is
made and that such application shall not be referred to or settled by arbitration. No such application for a
provisional remedy, nor any act or conduct by either party in furtherance of or in opposition to such
application, shall constitute a relinquishment or waiver of any right to have the underlying dispute or
controversy with respect to which such application is made settled by arbitration in accordance with
paragraph A above.
22. OTHER AGREEMENTS. The rights and remedies granted herein to each party are in
addition to any other rights and remedies which arise under any Governing Agreement or Activity. Each
Governing Agreement or Activity shall remain in full force and effect and shall supersede this Agreement
in the event of any express inconsistencies, with the exception of Sections 3, 6, 7, 14, 20 and 21 of this
Agreement, which shall supercede the provisions of any Governing Agreement in the event of any
express inconsistencies. The provisions of this Agreement shall amend and restate and supersede any
prior Institutional Account Agreement or Professional Account Agreement entered into by and between
you and JP Morgan.
23. GUARANTEED ACCOUNTS. You acknowledge that, if your account is guaranteed by a
third party, we are under no obligation to seek recovery under any such guarantee or from any third party.
Any guarantee provided by you to any JP Morgan Entity shall continue to be effective or be reinstated (as
the case may be) if at any time all or any part of any payment or interest or other performance by the
obligor under such guarantee is avoided or is otherwise restored or repaid by any JP Morgan Entity.
24. ELECTRONIC AND/OR EXTRA SERVICES.
A. JP Morgan may from time to time directly or indirectly make available to or provide or
arrange access to you various electronic systems and services and non-broker-dealer services (“Electronic
and/or Extra Services”), including any: (a) Trading System; (b) Electronic Tools; (c) Content;
(d) account or Activity Reports; and/or (e) products or services not directly related to JP Morgan’s
business as a broker-dealer, including the ability to participate in JP Morgan’s purchasing programs. All
or any part of the Electronic and/or Extra Services may be developed, licensed and/or provided by third-
party licensors, vendors, subcontractors or other third-party sources (each, a “Source”). JP Morgan
and/or any such Source, at any time, with or without notice, may monitor, modify any aspect of, limit or
terminate your use or access to any or all of the Electronic and/or Extra Services.
B. In addition to the provisions herein, Electronic and/or Extra Services will also be subject
to the terms of the JP Morgan Online Services Agreement and/or such other agreements that govern the
use of JP Morgan’s electronic information systems and/or a separate user agreement that governs its use
and the rights and responsibilities of JP Morgan and you with respect to particular Electronic and/or Extra
Services.

19
Standard Form IAA 2011-11 -14

C. You and/or one or more of your Agents (each, an “Authorized User”) may be provided
with one or more User Codes. You (a) will not, nor will you permit any other person to, remove, modify,
exchange, disable, penetrate or otherwise defeat any security procedures; (b) shall restrict access to the
User Codes and to the Electronic and/or Extra Services to those persons who are duly authorized to have
such access on your behalf; (c) shall notify JP Morgan or the relevant Source immediately in writing in
the event that (i) the authority or employment of any such Authorized User has been or is about to be
terminated (in which case you will promptly return to JP Morgan any security device previously issued to
the Authorized User); (ii) any User Code is lost, stolen or, the confidentiality of any User Code issued to
any Authorized User has been compromised in any way; or (iii) you learn about possible or actual
unauthorized access to and/or use of the Electronic and/or Extra Services; (d) are responsible for all acts
or omissions that occur under any User Code issued to an Authorized User; and (e) you are responsible
for ensuring that all information contained in any request for a User Code is complete and accurate.
D. You will be responsible for all orders, instructions and transactions that are identified by
any of the Electronic and/or Extra Services as coming from an Authorized User, and all consequences
thereof, whether entered by authorized or unauthorized personnel or by any other person. Furthermore,
any agreement, consent or assent communicated through access to the Electronic and/or Extra Services
under a User Code issued to one of your Authorized Users will be deemed to be your duly signed writing,
sufficient to bind you thereto.
E. Content. JP Morgan obtains certain Content (including Content contained or reflected in
an Activity Report) from Sources JP Morgan believes to be reliable. The accuracy, completeness,
timeliness or correct sequencing of the Content cannot be guaranteed by either JP Morgan or any Source.
Neither JP Morgan nor any Source will be liable for the accuracy of, or availability of, such Content or
will have any duty to verify, correct, complete or update any Content.
F. You will permit only specifically authorized personnel to use a Trading System for the
purpose of entering orders. Prior to any use of a Trading System, you agree to implement internal control
and supervisory procedures with regard to any Trading System that will at a minimum incorporate the
following features: (a) controls that limit use of the system to authorized persons/parties; (b) checks for
validation of order accuracy; (c) established limits and/or order prohibitors, to prevent orders exceeding
preset credit and order size parameters from being transmitted for execution; and (d) controls that monitor
for duplication/retransmission of orders, previously transmitted for execution.
G. NO WARRANTY; NO CONSEQUENTIAL DAMAGES. EACH JP MORGAN
ENTITY AND ITS CONTROL PERSONS, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS (COLLECTIVELY, “JP MORGAN PERSONS”) AND THE SOURCES
EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS,
COVENANTS AND REPRESENTATIONS RELATING TO ANY ELECTRONIC AND/OR EXTRA
SERVICE, INCLUDING ANY RELATED TO MERCHANTABILITY, QUALITY, ACCURACY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, TIMELINESS,
CURRENCY, ABSENCE OF VIRUSES OR DAMAGING OR DISABLING CODE, AND ANY
WARRANTIES OR REPRESENTATIONS (1) THAT ANY ELECTRONIC AND/OR EXTRA
SERVICE OR ACCESS TO ANY PORTION OF IT WILL BE UNINTERRUPTED OR ERROR-FREE,
OR (2) THAT DEFECTS IN SUCH ELECTRONIC AND/OR EXTRA SERVICES WILL BE
CORRECTABLE OR CORRECTED. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, NO JP MORGAN PERSON OR SOURCE WILL BE LIABLE FOR ANY LOSS, COST,
CLAIM OR DAMAGE (INCLUDING DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR
LOST PROFITS) ARISING OUT OF OR OTHERWISE RELATING TO ANY ELECTRONIC
AND/OR EXTRA SERVICES OR THE USE OR ACCESS TO OR UNAVAILABILITY OF ANY OF
THE SAME.

20
Standard Form IAA 2011-11 -14

H. Notwithstanding any tools or support JP Morgan provides to you, you have sole
responsibility for, and will ensure, your compliance with any and all Applicable Laws that may apply to
(a) your use of any of the Electronic and/or Extra Services, and (b) any transaction executed through, or
order or instruction communicated using, any of the Electronic and/or Extra Services or otherwise.
I. You shall not directly or indirectly: (a) reverse engineer (e.g., decompile, disassemble,
reverse compile, reverse assemble, or reverse translate) any Electronic Tool or use any means to discover
the source code of or trade secrets in any Electronic Tool or (b) otherwise circumvent any technological
measure that controls access to any Electronic Tool.
J. Consent to Electronic Delivery. You consent to electronic delivery of all documents
that may be required to be delivered to you, including prospectuses, confirmations and/or account
statements. Such electronic delivery may be effected through JP Morgan’s web site, through software
provided to you by JP Morgan, and/or by delivery to the electronic mail address you provide to
JP Morgan.
25. MUTUAL FUND TRANSACTIONS. In the event you engage in mutual fund transactions,
you hereby agree and acknowledge that JP Morgan shall process orders for the purchase or redemption of
mutual fund shares provided that (a) JP Morgan receives the orders from you by the earlier of 4:00 p.m.
on such day or such other time as determined by JP Morgan or required by Applicable Laws or the
applicable mutual fund’s prospectus and (b) the applicable mutual fund has accepted the order for
processing on that day. Orders that are accepted by the applicable mutual fund shall be priced by such
mutual fund at the applicable net asset value of the mutual fund shares as computed by the mutual fund
that same day for such transactions.
26. DEBIT BALANCES/TRUTH-IN-LENDING. You acknowledge receipt of JP Morgan’s
Truth-in-Lending disclosure statement or any analogous disclosure statement. You understand that
interest will be charged on any debit balances in your accounts in accordance with the methods described
in such statement or in any amendment thereof or revision thereto which may be provided to you or at the
rate provided for in Section 7, if higher and not prohibited by Applicable Laws. Any debit balance that is
not paid at the close of an interest period will be added to the opening balance for the next interest period.
27. MISCELLANEOUS.
A. USA Patriot Act. JP Morgan is committed to complying with U.S. statutory and
regulatory requirements designed to combat money laundering and terrorist financing. The USA
PATRIOT Act of 2001 requires that all financial institutions obtain certain identification documents or
other information in order to comply with their customer identification procedures. Until you provide the
required information or documents, JP Morgan may not be able to open or maintain accounts or effect any
transactions for you.
B. Impartial Lottery Allocation. In the event JP Morgan holds on your behalf bonds or
preferred stocks in street name or bearer form which are callable in part, you agree that you will
participate in the impartial lottery allocation system of the called securities in accordance with the rules of
the NYSE, or if not applicable, any other appropriate self-regulatory organization. When any such call is
favorable, no allocation will be made to any account with respect to which JP Morgan has actual
knowledge that its officers, directors or employees have any financial interest until all other customers are
satisfied on an impartial lottery basis.
C. No Waiver. Neither JP Morgan’s failure to insist at any time upon strict compliance
with this Agreement or with any of the terms hereof, nor any continued course of such conduct on its part,
shall constitute or be considered a waiver by JP Morgan of any of its rights or privileges hereunder. For
the avoidance of doubt, JP Morgan may provide notices to you that it is not required to provide to you and
may refrain from making Margin calls or otherwise insisting on strict performance of your Obligations,
and you acknowledge and agree that no such conduct shall constitute, or be relied upon by you as

21
Standard Form IAA 2011-11 -14

constituting, a waiver of JP Morgan’s rights to strict performance of all agreements with you or as
imposing any obligation on JP Morgan not contained in any agreement with you. No demands, calls,
tenders or notices that JP Morgan may have made or given in the past in any one or more instances shall
constitute a requirement that JP Morgan make or give the same in the future.
D. Assignment. Any assignment of your rights and Obligations without obtaining the prior
written consent of an authorized representative of JP Morgan shall be null and void. Each JP Morgan
Entity shall have the right to assign any of its rights and Obligations to any other JP Morgan Entity
without prior notice to you; provided, however, that if you object within five days of notice (which notice
need not precede the transfer), the transferring JP Morgan Entity shall remain obligated for any
performance default by the transferee JP Morgan Entity.
E. Notices. Any notices, demands, or other communications from you to JP Morgan under
this Agreement shall be written, addressed to JP Morgan, 383 Madison Avenue, New York, New York
10179, Attention: Chief Legal Officer, or such other address of which we give you written notice and
shall be effective upon actual receipt by JP Morgan at such address. JP Morgan may accept signatures on
facsimiles as if they were originals.
Unless otherwise specifically provided in writing in this Agreement or under any
Governing Agreement or Activity notices, demands, or other communications to you from JP Morgan
under this Agreement and under all Activities will be delivered, transmitted or mailed to the address,
telephone or facsimile number contained in the records on which JP Morgan customarily relies, unless
and until two business days after JP Morgan has received written notice from you of a different address or
telephone or facsimile number; and notices to you shall be deemed received as follows: (x) when properly
addressed, (1) three days after mailing postage prepaid or (2) the day delivered if personally delivered or
sent by overnight courier, (y) when given to you by telephone, when JP Morgan calls by telephone the
person authorized to receive telephone notices listed below under your signature at the telephone number
listed below under your signature even if JP Morgan does not reach such person, if JP Morgan’s calls are
unanswered, it receives a “busy” signal for the call and/or the person called is not available to answer the
call to him at the time JP Morgan calls, or (z) when given to you by facsimile transmission between 9:00
a.m. and 6:00 p.m. shall be deemed received if sent to the facsimile number contained in the records on
which JP Morgan customarily relies, even if JP Morgan is unsuccessful in transmitting such facsimile.
F. Force Majeure. In no event shall JP Morgan be liable for (a) any cost, damages or delay
caused, directly or indirectly, by war, acts of terrorism, riots, civil commotion, strikes, labor disputes,
government acts, laws or regulations, exchange or market rulings, suspension of trading, embargoes,
natural disasters, electrical failures, telephone communication line failures, computer failures,
unavailability of the Federal Reserve Bank wire or telex or otherwise or communication facility or
otherwise or any other cause of contingency to the extent beyond JP Morgan’s control that may prevent or
delay the performance of any JP Morgan’s Obligations (an “Extraordinary Event
”); or (b) any damages
caused, directly or indirectly, by your executing broker, by erroneous information received from you or
by your failure to deliver instructions, including a failure which results in a lack of position or a failure to
exercise rights on your behalf. In the event of an Extraordinary Event that may prevent or delay the
performance of any of JP Morgan’s Obligations, the performance of JP Morgan’s Obligations shall be
excused for the period of the delay and JP Morgan will in no event be liable for any loss, liability,
damage, claim, cost or expense (including fees and expenses of legal counsel) arising from such delay or
non-performance.
G. Credit Information and Investigation; Sharing of Information. You authorize
JP Morgan and, if applicable, your broker, in its or their discretion, to make and obtain reports concerning
your credit standing and business conduct. You may make a written request within a reasonable period of
time for a description of the nature and scope of the reports made or sharing of information obtained by
JP Morgan among JP Morgan Entities. You acknowledge that JP Morgan Entities share many computer

22
Standard Form IAA 2011-11 -14

systems and employees, and also share information concerning their respecting customers for the purpose
of monitoring and approving credit, legal, regulatory and underwriting exposures and administration of
the customer’s accounts with and transactions with or through any JP Morgan Entities. Such information
will be treated by each JP Morgan Entity pursuant to its policies and procedures designed to protect the
confidentiality and security of customer information and to ensure that such information is used only in a
manner that is consistent with Applicable Laws.
H. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to any choice of law rules that would result in
the application of the law of any other jurisdiction.
I. Severability. If any provision hereof is or should become inconsistent with any present
or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over
the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in
accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue to
remain in full force and effect.
J. Headings. The headings of the provisions hereof are for descriptive purposes only and
shall not modify or qualify any of the rights or obligations set forth in such provisions.
K. Construction. References to times in this Agreement are to the prevailing time in New
York City. The words “include”, “includes” and “including
” shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise expressly provided, any time JP Morgan is authorized or
entitled to take any action, refrain from taking any action or make any determination, it may do so in its
sole discretion, exercised in good faith. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
L. Recording. For the protection of the parties, and as a way of correcting
misunderstandings, you authorize JP Morgan, at its discretion and without prior notice to you, to monitor
and/or record any or all telephone conversations between you and any of JP Morgan’s employees or
agents which may be used in connection with any dispute between the parties or in any other way related
to this Agreement.
M. Right to Decline or Set Limits on Activities. Nothing in this Agreement obligates
JP Morgan to enter into any Activity with you, notwithstanding past practice or market custom. Rather,
JP Morgan may (a) decline to execute, clear or settle any Clearing Transaction and (b) decline to enter
into, execute, extend, renew or “roll over
” any other Activity with you, including any Activity done on an
“open” or “demand” basis. Such a declination, in and of itself, shall not operate as a termination of this
Agreement. JP Morgan may, at any time, place a limit (expressed in dollars, positions, or number of
units) on the size of transactions that JP Morgan will accept for execution, clearance and/or settlement.
JP Morgan may by notice to you, which may be provided orally, require you immediately to liquidate or
otherwise reduce, reverse or hedge a position, account or Activity to reduce the amount of your
Obligations or JP Morgan’s obligations to third parties or otherwise mitigate risk, and you hereby
authorize JP Morgan to take such action on your behalf for your account and risk if you fail to comply
with JP Morgan’s request.
N. Performance. Each Activity has been entered into in consideration of each other
Activity and, unless otherwise determined by JP Morgan, (a) your performance of each and every one of
your Obligations when due is a condition precedent to JP Morgan’s performance of its Obligations to you
and (b) the Obligation of each JP Morgan Entity to you shall be suspended and shall not mature until you
have paid and performed in full all of your Obligations when due to each JP Morgan Entity; provided
,
however, that Activities shall not be merged.

23
Standard Form IAA 2011-11 -14

O. Marshalling of Assets. You waive marshalling of assets and any similar doctrine
dealing with the application of collateral. Subject to the terms of this Agreement, Margin may be utilized
or applied by JP Morgan Entities as they determine.
P. Repurchase Agreements. Nothing contained in this Agreement shall be construed to
affect the validity of the characterization of an Activity under any repurchase agreement between
JP Morgan and you as a purchase and sale.
Q. Netting Contract. It is understood that this Agreement constitutes a “netting contract
”
and each payment entitlement and payment obligation under any Activity hereunder shall constitute a
“
covered contractual payment entitlement” or “covered contractual payment obligation”, respectively
(except insofar as one or both of the parties is not a “financial institution” as that term is defined in
FDICIA).
R. Documentation. You will provide us with any necessary documentation (including
prospectuses and opinions) in order to satisfy legal transfer requirements, in accordance with Applicable
Laws.
S. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and all of which, taken together, shall constitute one and the same agreement.
T. Facsimiles. Either party may accept facsimile copies of this or any other document or
instruction as if it were the original and may accept signatures on facsimiles as if they were originals.


[Signature page follows]

For JP Morgan Use Only (11-14-2011) Form # 0000
o 000 SEC Disc o 000 W-9 o 000 IAA



BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT:
THE SECURITIES IN YOUR MARGIN ACCOUNTS AND ANY SECURITIES FOR WHICH YOU HAVE
NOT FULLY PAID, TOGETHER WITH ALL ATTENDANT OWNERSHIP RIGHTS, MAY BE USED BY
JP MORGAN AS MORE SPECIFICALLY SET FORTH IN SECTION 17 ABOVE; AND
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTIONS 20 AND 21
WHICH SECTIONS START ON PAGES 15- 17.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Institutional Account
Agreement to be duly executed and delivered as of the date first above written. Parties organized under the laws of
the Cayman Islands hereby execute this Institutional Account Agreement as a deed.

____________________________________________
Name of Accountholder






By: _________________________________________
____________________________________________
Name and Title of Authorized Agent
____________________________________________
Street Address of Accountholder
____________________________________________
City, State and Zip Code of Accountholder
____________________________________________
Facsimile Number of Accountholder

Witnessed by: ________________________________
[Cayman entities only]

Witness’ Name: ______________________________
[Cayman entities only]

Date: _______________________________________
[Cayman entities only]

______________________________________________
Name of Person for Telephone Notices Pursuant to § 27E
Telephone Number: ___________________________

J.P. Morgan Securities LLC, J.P. Morgan Clearing Corp.,
J.P. Morgan Markets Limited,
The Bear Stearns
Companies LLC, Bear Stearns Alternative Assets
International Limited, Bear Stearns Asia Limited, Bear
Stearns Asset Backed Securities, Inc., J.P. Morgan Bank
Dublin plc
, Bear Stearns Capital Markets Inc.,
J.P. Morgan Chase Commercial Mortgage Securities
Corp., Bear Stearns Credit Products Inc., Bear, Stearns
Funding, Inc., Bear Stearns Hong Kong Limited, Bear
Stearns Investment Products Inc., Bear Stearns Mortgage
Capital Corporation, Institutional Direct Inc., MAX Flow
Corp., MAX Recovery Inc., Structured Asset Mortgage
Investments LLC, EMC Mortgage LLC, J.P. Morgan
Ventures Energy Corporation, J.P. Morgan Commercial
Mortgage Inc., and
Bear Stearns Residential Mortgage
Corporation.
By: _____________________________________

1
Standard Form IAA 2011-11 -14

SUPPLEMENT TO INSTITUTIONAL ACCOUNT AGREEMENT
REGARDING FIXED INCOME CLEARING TRANSACTIONS
The terms and conditions hereof (this “Supplement
”) shall supplement and become part
of the Institutional Account Agreement (the “IAA”) to which this Supplement is attached. This
Supplement shall apply to Activities that constitute clearance services to you for Activities that are
processed and cleared through your accounts that are serviced by the Fixed Income
Prime Brokerage
Department (or any successor department providing substantially the same services as that department)
(“Fixed Income Clearing Transactions”) but shall not apply to prime brokerage services provided by the

Equity Prime Brokerage Department (or any successor department providing substantially the same
services as that department)
at JP Morgan. In the event of any uncertainty or dispute, JP Morgan shall
determine whether a transaction is a Fixed Income Clearing Transaction. Capitalized terms used without
definition herein shall have the meanings ascribed to them in the IAA. Each Fixed Income Clearing
Transaction shall be deemed both a Clearing Transaction and an Activity.
1. Fixed Income Clearance; Trade Processing; Securities. It is agreed that you shall be the party
in interest for each Fixed Income Clearing Transaction entered into with your trading counterparties
(“Executing Counterparty or Counterparties”), and you shall bear any and all risks and costs
related to
such Fixed Income Clearing Transaction, including non-performance by an Executing Counterparty.
Furthermore, you agree that you shall timely provide to JP Morgan any securities or money required for
JP Morgan to complete such transaction and to satisfy any demand for margin made by an Executing
Counterparty or JP Morgan in respect of a Fixed Income Clearing Transaction.
You agree to report the Trade Details (as defined below) of all Fixed Income Clearing Transactions
executed before 4:00 p.m. to JP Morgan’s Fixed Income Prime Services Operations Support Desk within
one hour of execution and all Fixed Income Clearing Transactions executed between 4:00 p.m. and 5:00
p.m. to such desk within fifteen (15) minutes of execution. JP Morgan may decline Fixed Income
Clearing Transactions reported after such times. Fixed Income Clearing Transactions executed and
reported after 5:00 p.m. may be processed the next business day. You agree to be responsible for any
costs associated with any fail resulting from late reporting, which may include a one-day, 50-basis-point
surcharge to finance the Fixed Income Clearing Transaction and a $100 late fee.
2. Repurchase Transactions or Securities Lending with Third Parties. If you request that
JP Morgan clear and settle repurchase transactions and/or reverse repurchase transactions that you may
execute with third parties, you agree that: (a) each such repurchase and/or reverse repurchase transaction
shall be deemed a Clearing Transaction and an Activity, (b) you will notify JP Morgan of the Trade
Details (as defined below) of the repurchase and/or reverse repurchase transactions in accordance with the
time schedule provided to by you and JP Morgan, but in no event later than 12:00 p.m. on the day of
execution, (c) you shall be the party in interest for such Clearing Transaction and you shall bear all the
risks related to such Clearing Transaction including non-performance by the third party and (d) you will
provide JP Morgan the necessary securities or cash, as the case may be, to enable JP Morgan to process,
clear and settle the delivery of the securities and cash related to such transactions, including any cash or
securities necessary to meet a demand for margin made by the third party.
You shall not, under any circumstances represent to any third party that any JP Morgan Entity acts as
guarantor of any repurchase or reverse repurchase or securities lending transactions you execute with such
third party.
3. Trade Details. You will furnish Trade Details (as defined below) in accordance with
JP Morgan’s requirements as to content, manner and timeliness of delivery, as may be established from
time to time. The term “Trade Details
” shall mean the specific third party, the department at the specific

2
Standard Form IAA 2011-11 -14

third party, the purchase/settlement date, the purchase or sale price, and in connection with a repurchase
or reverse repurchase Clearing Transaction as described in Section 2 above, the purchased securities, the
pricing rate and the repurchase date.
4. Collection of Principal and Interest Payments. JP Morgan will receive payments of principal
and interest due and payable on or on account of securities held by JP Morgan in your account.
JP Morgan shall not, however, be responsible to (a) claim payments of principal and interest due and
payable with respect to securities that are the subject of repurchase or reverse repurchase transactions
with third parties or (b) enforce collection, by legal means or otherwise, of any payments of principal
and/or interest not paid when due.
5. Fees. From time to time, JP Morgan and you will agree on compensation to be paid with respect
to Fixed Income Clearing Transactions. JP Morgan reserves the right to impose minimum fees on
inactive accounts.
6. MBSD Subaccount. In the event that JP Morgan establishes a subaccount for you at the
Mortgage-Backed Securities Division of the Fixed Income Clearing Corporation (“MBSD
”) (a) your
margin requirement attributable to such subaccount shall be pursuant to Section 5 of the IAA, and (b) you
shall pay all transaction, maintenance and other fees and charges that are related to your subaccount. For
the avoidance of doubt, all activities transacted through the MBSD subaccount shall be Fixed Income
Clearing Transactions hereunder.
For the avoidance of doubt, regarding margin calls for Clearing
Transactions cleared through the MBSD, if you are notified by 12:00 p.m., such margin call shall be
satisfied on the same day, by the close of the Federal Reserve wire for money transactions, and if you are
notified after 12:00 p.m., such margin call shall be satisfied by the close of the Federal Reserve wire for
money transactions the next New York business day.
7. Activity Reports. To the extent that cash, positions and/or transactions in securities or loans are
credited to your account prior to the actual settlement of the applicable transactions to which such assets
relate, including repurchase and reverse repurchase transactions, such credit is a conditional entry subject
to the actual settlement thereof and the fulfillment by you and third parties of your and their obligations in
connection with the settlement of the applicable transaction. No such conditional credit or entry shall
release you from any such obligations. Securities or loans that are credited to your account, including
those related to unsettled transactions, may be subject to repurchase and reverse repurchase or other
transactions that you have entered into with JP Morgan or third parties, which may substantially reduce
the value of your account. In any such case your rights, in respect of such loans or securities shall consist
of your rights under the applicable repurchase, reverse repurchase or other transaction agreement.
8. NonWaiver. For the avoidance of doubt and as set forth in the IAA, JP Morgan may decline to
clear or settle any Fixed Income Clearing Transaction including, notwithstanding your compliance with
Section 10 of this Supplement. Further nothing contained in this Supplement nor compliance with the
provisions of this Supplement, shall constitute a limitation on or a waiver by JP Morgan of any of its
rights under the IAA.
9. Monthly Financial Statements. You will provide us with monthly financial statements by the
20th day of the month following the end of each month.
10. Margin in Connection with Clearing Transactions. In addition to any other margin or
collateral requirements of any JP Morgan Entity with respect to specific Activities, you shall maintain at
all times with JP Morgan cash or securities acceptable to JP Morgan in its sole discretion
in an amount
not less than $ as Margin in connection with Clearing Transactions.

3
Standard Form IAA 2011-11 -14

11. Authorization of Repurchase Transactions. You authorize JP Morgan to engage in repurchase
transactions on your behalf in which a JP Morgan Entity, including J.P. Morgan Securities LLC, acts as
seller with respect to cash awaiting investment in your accounts with JP Morgan. Any such repurchase
transaction shall be subject to the terms of the Master Repurchase Agreement entered between you and
J.P. Morgan Securities LLC, or other JP Morgan Entity, and you agree to be bound by its terms, which
include, without limitation, the rate, term, margin amounts and securities types, as you will be notified
pursuant to a separate confirmation of trade provided to you, and as set forth in a daily account statement
provided to you. You acknowledge that you may not rely on JP Morgan to engage in repurchase
transactions on your behalf and that this authorization is not considered a line of credit or a commitment
on the part of JP Morgan, nor shall past practice or custom obligate JP Morgan to engage in any such
repurchase transactions in the future.
12. Additional Authorization to Transfer Margin.
Each JP Morgan Entity is authorized to transfer
or request the transfer of Margin or property, including cash, to or from any other JP Morgan Entity to
satisfy any of your Obligations under any master repurchase agreement or securities lending agreement,
including forms of such agreements is published by the Bond Market Association (“BMA
”), BMA and
the International Securities Market Association (“ISMA”), and the International Securities Lenders
Association (“ISLA”). If such transfer is made to satisfy an Obligation under a repurchase agreement,
global master repurchase agreement, or global master repurchase agreement, then such Margin or
property shall be treated as Additional Purchase Securities, Margin Securities or Collateral, as such terms
are defined under the BMA, TBMA/ISMA or ISLA form, respectively. You acknowledge that,
notwithstanding a JP Morgan Entity’s right to transfer or request the transfer of Margin or property,
JP Morgan’s rights hereunder shall not be construed as an obligation to transfer or request the transfer of
Margin or property. You further acknowledge that the decision to transfer Margin or property on a
particular occasion or occasions shall not be construed as an obligation to do so in the future, and you
may not rely on JP Morgan taking action hereunder. This section shall be without prejudice and in
addition to any other rights JP Morgan is at any time otherwise entitled to (whether by operation of law,
contract or otherwise), including JP Morgan’s right to make a request for Margin to be delivered in some
other manner.


Name of Accountholder








By: _________________________________________
Name and Title: _______________________________
Date: ________________________________________

Standard Form IAA 2011-11 -14


1
SUPPLEMENT TO INSTITUTIONAL ACCOUNT AGREEMENT
REGARDING PRIME BROKERAGE SERVICES
The terms and conditions hereof (this “Supplement
”) shall supplement, part of, and be
subject to, the Institutional Account Agreement (the “IAA”) to which it is attached. This Supplement sets
forth additional terms and conditions under which JP Morgan will provide prime brokerage services for
your accounts that are serviced by the Global Clearance Services Department. Notwithstanding the
foregoing or anything else contained in this Supplement, this Supplement shall not apply to Activities that
constitute clearance services to you for transactions executed away from JP Morgan involving securities
that are processed and cleared through your accounts that are serviced by the Fixed Income Clearance
Services Department (“
Fixed Income Clearing Transactions”). In the event of any uncertainty or
dispute, JP Morgan shall determine whether a transaction is a Fixed Income Clearing Transaction. Each
transaction hereunder shall be deemed both a “
Clearing Transaction” and an “Activity”, as defined in the
IAA. All defined terms in the IAA shall have the same meanings herein as they have in the IAA. The
prime brokerage services hereunder shall be provided in a manner not inconsistent with the no-action
letter dated January 25, 1994 issued by the Division of Market Regulation of the Securities and Exchange
Commission (the “
SEC Letter”), as amended or supplemented.
1. Prior to the commencement of any prime brokerage activity, JP Morgan will enter into an
agreement with the executing broker you have designated which will set forth the terms and conditions
under which your executing broker will be authorized to accept orders from you for settlement by
JP Morgan (each, a “PB Agreement
”). Thereafter JP Morgan will enter into PB Agreements with any
additional executing brokers you designate to it from time to time. JP Morgan will accept for clearance
and settlement trades executed on your behalf by your executing broker with which it has executed a PB
Agreement with respect to you. On the day following each transaction, JP Morgan will send you a
notification of each trade placed with your executing broker based upon the information provided by you.
This notification contains some but not all of the information required to appear in a confirmation. Your
executing broker is responsible for delivering to you a confirmation of each trade executed and settled on
your behalf.
2. JP Morgan may become obligated to settle trades executed on your behalf by your executing
broker and reported to JP Morgan by you and your executing broker provided that you have reported to
JP Morgan promptly upon execution of the trade, but in no event later than 5:30 p.m. (New York time) on
the trade date, or by such other time as JP Morgan may advise you, all the details of such trades including
the contract amount, the security involved, the number of shares or the number of units and whether the
transaction was a long, or a short sale or a purchase, and further provided that JP Morgan has not “DK’d”
(“indicated it does not know”) or has not subsequently disaffirmed such trades. If JP Morgan becomes
obligated to settle a trade, you shall be responsible and liable to JP Morgan for making the settlement
payment (including the delivery of applicable securities) with respect to each such trade. If JP Morgan
determines not to settle a trade, JP Morgan shall send you a cancellation notification to offset the
notification sent to you under Section 1 whereupon you shall be solely responsible and liable to your
executing broker for settling such trade and JP Morgan shall not have settlement responsibility for such
trade. In addition, JP Morgan may be required to cease providing prime brokerage services to you in
accordance with the PB Agreement.
3. If (i) (A) an Act of Insolvency occurs in respect of your executing broker, (B) your executing
broker’s registration is terminated or it ceases to do business as a broker-dealer, or (C) your executing
broker fails, refuses or is unable, for any reason or for no reason, to settle a trade, and (ii) JP Morgan
agrees to settle any trades executed on your behalf by such executing broker, regardless whether
JP Morgan did not DK and did not disaffirm such trades, then you shall be solely responsible, and liable
to JP Morgan, for any losses, costs or expenses arising out of or incurred in connection with JP Morgan’s
agreement to settle such trades.

2
Standard Form IAA 2011-11 -14

4. You shall maintain in your account with JP Morgan such minimum net equity in cash or
securities as JP Morgan may require, from time to time (the “JP Morgan Net Equity Requirements
”),
which shall in no event be less than the minimum net equity required by the SEC Letter (the “SEC Net
Equity Requirements”). In the event your account falls below the SEC Net Equity Requirements, you
hereby authorize JP Morgan to notify promptly all executing brokers with whom it has a PB Agreement
on your behalf of such event. Moreover, if you fail to restore your account to compliance with the SEC
Net Equity Requirements within the time specified in the SEC Letter, JP Morgan shall: (i) notify all such
executing brokers that JP Morgan is no longer acting as your prime broker and (ii) “DK” all prime
brokerage transactions on your behalf with trade date after the business day on which such notification
was sent. In the event either: (i) your account falls below the JP Morgan Net Equity Requirements, (ii)
JP Morgan determines that there would not be enough cash in your account to settle such transactions or
that a maintenance margin call may be required as a result of settling such transactions, or (iii) JP Morgan
determines that the continuation of prime brokerage services to you presents an unacceptable risk to
JP Morgan taking into consideration all the facts and circumstances, JP Morgan may disaffirm all your
prime brokerage transactions and/or cease to act as your prime broker.
5. If you have instructed your executing broker to send confirmations to you in care of JP Morgan,
as your prime broker, the confirmation sent by such executing broker is available to you promptly from
JP Morgan, at no additional charge.
6. If your account is managed on a discretionary basis, you hereby acknowledge that your prime
brokerage transactions may be aggregated with those of other accounts of your advisor, according to your
advisor’s instructions, for execution by your executing brokers in a single bulk trade and for settlement in
bulk by JP Morgan. You hereby authorize JP Morgan to disclose your name, address and tax ID number
to your executing brokers. In the event any trade is disaffirmed, as soon as practicable thereafter,
JP Morgan shall supply your executing brokers with the allocation of the bulk trade, based upon
information provided by your advisor.


Name of Accountholder








By: __________________________________________
Name and Title: ________________________________
Date: _________________________________________

---

Appendix ARubicon LtdISIN NZRBCE0001S3
18-Jul-16Substantial Security HolderRegistered HoldersTransaction Type
# of Voting
Securities
Issued Share
Capital
As % of
Issued Share
Capital
Consideration
(in NZ$)
Consideration
(in A$)
Exchange
Rate
J.P. Morgan Clearing Corp
Citicorp Nominees Pty Limited
29,338,903 409,051,378 7.172%
Balance as at 18 July 2016- 29,338,903 409,051,378 7.172%
During the period from 18 Jul 2016 to 15-
Jan-2018
J.P. Morgan Securities LLC *
Citicorp Nominees Pty Limited
Acquired by clients who have entered into Prime
Brokerage Agreements with JPMCC
- - -
During the period from 18 Jul 2016 to 15-
Jan-2018
J.P. Morgan Securities LLC *Citicorp Nominees Pty Limited
Disposed of by clients who have entered into
Prime Brokerage Agreements with JPMCC
(29,338,903) 487,908,343
-6.013% - - -
15-Jan-18
JP Morgan Securities LLC
Citicorp Nominees Pty Limited -
487,908,343
0.000%
Balance as at 15th Jan 2018- 487,908,343 0.000%
* Legal entity name change from JP Morgan Clearing Corp to JP Morgan Securities LLC as of 1st October 2016