Exhibit 10.4


Futures Customer Agreement


This Futures Customer Agreement (“Agreement”)
between BNY Mellon Clearing, LLC (“BNYM Clearing”) and the customer
named below (“Customer”) shall govern the purchase and sale of futures contracts, options on futures contracts,
or over-the-counter derivative products cleared through any derivatives
clearing organization or other organized clearing house (the above
instruments referred to collectively as “Contracts”) for the account and
risk of Customer through one or more accounts carried by BNYM Clearing or its
affiliates on behalf and in the name of Customer (collectively, the “Account”).



	
  

 	
  

 
	
 1.

 	
 Applicable Law.

 


The Account and all
transactions and agreements in respect of the Account shall be subject to all
applicable governmental, exchange, clearinghouse, and self-regulatory agency
statutes, rules, regulations and interpretations and custom and usage of the
trade. All such statutes, rules, regulations, interpretations, custom and usage
are hereinafter collectively referred to as “Applicable Law.” Provisions
contained in and remedies provided by this Agreement which are in addition to
or more expansive than any provisions contained in or remedies provided by any
other agreement with Customer (including, without limitation, provisions or
remedies that cover the same subject matter) shall not be deemed to be in
conflict with each other, and all such provisions and remedies shall be
applicable and available. Neither BNYM Clearing nor any of its officers,
directors, employees or agents shall be liable as a result of any act taken or
failed to be taken by BNYM Clearing or its agents, reasonably and in good
faith, to comply with Applicable Law.


	
  

 	
  

 
	
 2.

 	
 Customer’s Representations
 and Warranties.

 



Customer
represents, warrants and covenants that (a) (i) Customer has full right, power
and authority to enter into this Agreement and transactions in Contracts, and
the person executing this Agreement on behalf of Customer is authorized to do
so; (ii) this Agreement and such Contracts are binding on Customer and
enforceable against Customer in accordance with their terms; (iii) Customer may
lawfully establish and open the Account for the purpose of effecting purchases
and sales of Contracts through BNYM Clearing; (iv) Customer has determined that
trading in futures contracts is appropriate for Customer, and transactions
entered into pursuant to this Agreement will not violate Applicable Law (or any
other law or regulation) to which Customer is subject or any agreement to which
Customer is subject or a party; (v) all information provided by Customer in or
in connection with the Account Application preceding this Agreement (which
Application and information is hereby incorporated into this Agreement) is true
and correct and Customer shall promptly (and in no event later than within one business
day) notify BNYM Clearing
of any material change in such information; (vi) Customer understands that,
except as otherwise specifically agreed, BNYM Clearing acts as agent, and not
as principal, in the execution of futures contracts; (vii) except as disclosed
in writing to BNYM Clearing, Customer is acting solely as principal and not as
agent for any other party and no other person has any interest in Customer’s
Account; (viii) Customer is in compliance with Applicable Law in relation to
the transactions contemplated by this Agreement including, to the extent
applicable, all laws and regulations applicable to pension plans, investment
companies, commodity pools or other forms of collective investment vehicles;
and (ix) Customer is an “eligible contract participant” as such term is defined
in Section 1a(12) of the Commodity Exchange Act, as amended.


	
  

 	
  

 
	
 3.

 	
 Payment Obligations of
 Customer.

 


Customer will immediately upon
demand pay BNYM Clearing (a) all brokerage charges, give-up fees, commissions
and service fees as BNYM Clearing may from time to time charge; (b) all
contract market, clearinghouse, NFA or clearing member fees or charges or any
other regulatory fees and service charges incurred with respect to each
transaction; (c) any tax imposed on such transactions by any competent taxing
authority; (d) the amount of any trading losses in the Account; (e) any debit
balance or 





deficiency in the Account; (f)
any obligation of Customer to BNYM Clearing incurred in respect of a trade
executed in connection herewith; (g) interest on any debit balances or
deficiencies in the Account, at the overnight rate customarily charged by BNYM
Clearing, together with costs and reasonable attorneys’ fees incurred in
collecting any such debit balance or deficiency; and (h) any other amounts owed
by Customer to BNYM Clearing with respect to the Account or any transactions
therein.


	
  

 	
  

 
	
 4.

 	
 Events of Default; BNYM
 Clearing’s Remedies.

 
	
  

 	
  

 
	
 (a)

 	
 Events of
 Default. As used
 herein, each of the following shall be an “Event of Default”: (i)
 Customer shall be dissolved or in any other way terminated; (ii) Customer
 shall fail timely to deposit or maintain initial or original margin or make
 timely payment of additional or variation margin or fail to pay for shares of
 stock, other securities or commodities arising from Customer taking delivery
 on Contracts; (iii) Customer shall fail to pay the premium on any option
 purchased by Customer; (iv) the commencement of a case or other proceeding
 with respect to a Customer under any Federal or state bankruptcy, insolvency,
 or reorganization law (or, if Customer is a trust, its trustee or sponsor);
 the continuation of any such case or proceeding, or such case or proceeding
 remaining pending; the filing of a petition or similar request for the
 appointment of a receiver, a trustee, a conservator or any other or similar
 administrator or official by or against Customer (or, if Customer is a trust,
 its trustee or sponsor); the appointment of any receiver, trustee,
 conservator, administrator or other similar official (including the Federal
 Deposit Insurance Corporation) with regard to any Customer or any of its
 assets; the continuation or any such receivership, trusteeship,
 conservatorship or other similar proceeding, or any such receivership,
 trusteeship, conservatorship or other similar proceeding remaining pending;
 an assignment made by Customer for the benefit of creditors; an admission in
 writing by Customer that it is insolvent or unable to pay its debts when due,
 or the failure to pay debts when due; the dissolution or termination of
 Customer (or, if Customer is a trust, its trustee or sponsor); the
 commencement of dissolution proceedings with respect to Customer; the
 suspension by Customer of its usual business or any material portion of such
 usual business; (any of which, a “Bankruptcy”) or any material adverse
 change in Customer’s financial condition or net asset value; (v) the filing
 by Customer with any governmental body of a notice of intent to dissolve or
 terminate; the receipt of a notice of intent to terminate Customer from a
 governmental agency or body; or (if the Customer is an employee benefit plan)
 the inability of Customer to pay benefits under the relevant plan when due;
 (v) BNYM Clearing shall determine, in its sole and absolute discretion, that
 the risk in the Customer Account must be reduced for the protection of BNYM
 Clearing; (vi) Customer’s Account shall incur a deficit balance; (vii) BNYM
 Clearing shall determine that any material representation or warranty made by
 Customer to BNYM Clearing is untrue or inaccurate; (viii) if Customer is an
 investment company, commodity pool or other form of collective investment
 vehicle, proceedings for the revocation or suspension of any registration of any
 public offering of interests in Customer or of any person or entity required
 to be registered in connection with Customer’s activities have been
 instituted or are pending or threatened by any governmental agency or
 self-regulatory organization.

 
	
  

 	
  

 
	
 (b)

 	
 Remedies. Upon the occurrence of an Event of
 Default, BNYM Clearing may liquidate
 Customer’s open positions in whole or in part; by any reasonable method,
 including without limitation “exchange for physical”, “basis trade”,
 “exchange for swap” or other similar transaction and/or, sell or otherwise
 dispose of, realize, set off or apply any or all of the property represented
 by an entry on or standing to the credit of Customer’s Account or held 

 













	
  

 	
  

 
	
  

 	
 by, to the order or under the direction or control of BNYM Clearing or
 any exchange or clearing organization through which transactions on
 Customer’s behalf are executed or cleared, buy any property for Customer’s
 Account, and/or cancel any outstanding orders and commitments made by BNYM
 Clearing on Customer’s behalf and/or reduce the risk posed by the positions
 in Customer’s Account by establishing long or short positions in any other
 product in any other market. Without prejudice to the foregoing, BNYM
 Clearing shall have (to the greatest extent permitted by applicable law) all
 of the rights of a secured party with respect to the property referred to
 above, and any rights, powers and remedies provided herein shall operate as a
 variation and extension of any statutory power of sale, application or
 realization available to BNYM Clearing as a secured party. All
 purchases or sales pursuant to this Section 4 may be effected in public or
 private transactions in whatever manner and with whichever party BNYM
 Clearing deems appropriate and at such price(s) as BNYM Clearing may deem satisfactory. In the event BNYM Clearing’s
 position would not be jeopardized thereby, BNYM Clearing will make reasonable
 efforts under the circumstances to notify Customer prior to taking any such
 action, except that Customer agrees that, if BNYM Clearing reasonably
 determines that its position will be jeopardized by such notice or demand,
 BNYM Clearing shall have the right to take any and all action pursuant to
 this Section 4 without any notice of default, demand for Margin (as defined
 in paragraph 7 herein), notice to Customer of sale or purchase, or other
 notice or advertisement and BNYM Clearing shall not be deemed to have
 breached this Agreement thereby. It is understood that a prior demand or
 Margin call of any kind from BNYM Clearing or prior notice from BNYM Clearing
 or the failure to previously enforce any provision of this Agreement shall
 not be considered a waiver of BNYM Clearing’s right to take any action as
 described herein without notice or demand and that Customer shall be liable for
 the payment of any deficiency remaining in each Account after any such action
 is taken, together with interest thereon and all costs relating to
 liquidation and collection (including reasonable attorneys’ fees and
 expenses).

 





	
  

 	
  

 	
  

 
	
 (c)

 	
 Set Off
 Rights. If an Event
 of Default has occurred and is continuing, in addition to and not in
 limitation of any other right or remedy under this or any other agreement or
 applicable law, rule or regulation, BNYM Clearing will at its option have the
 right, at any time and from time to time, without prior notice to the
 Customer, to set-off any sum or obligation (whether or not arising under this
 Agreement) owed by the Customer to BNYM Clearing or any affiliate of BNYM
 Clearing against any sum or obligation (whether or not arising under this
 Agreement) owed by BNYM Clearing or any affiliate of BNYM Clearing (the
 “Original Obligation”) to the Customer and, for this purpose, may convert one
 currency into another at the rate of exchange determined by BNYM Clearing in
 good faith and in a commercially reasonable manner for the purchase of such
 other currency from time to time. Any such set-off will automatically satisfy
 and discharge the Original Obligation to the Customer and, if the Original
 Obligation exceeds the sum or obligation to be set-off against, the Original
 Obligation will be novated and replaced by an obligation to pay the Customer
 only the excess of the Original Obligation over such sum or obligation.

 












	
  

 	
  

 	
  

 
	
 5.

 	
 Indemnification.

 
	
  

 	
  

 	
  

 
	
 Customer hereby releases and shall
 indemnify and hold harmless BNYM Clearing, its officers, directors,
 employees, agents and affiliated persons for any loss, claim, damage,
 expense, liabilities, penalties, taxes, judgments, fines, fees, costs,
 proceedings, claims, actions, investigations, damages, whether the dispute or
 proceeding involve BNYM Clearing or not (including reasonable attorneys’ fees
 and expenses, reasonable accountants’ fees and expenses (collectively “Loss”)
 when and as incurred by, or asserted against, BNYM Clearing and such persons
 arising out of or in connection with, directly or indirectly, (i) this
 Agreement, (ii) Customer’s acts or omissions, (iii) any material
 breach by Customer of its obligations hereunder, (iv) the exercise or
 pursuit by BNYM Clearing and its affiliates of its rights or remedies
 hereunder, (v) the performance by BNYM Clearing of its duties hereunder;
 (v) any Event of Default, or (vi) any Contracts contemplated hereunder, or
 (vii) pursuant to authorized instructions received by BNYM Clearing from Customer
 or its agent, and to fully reimburse BNYM Clearing and such persons for any
 reasonable legal or other fees and expenses, including the cost of any
 investigation and preparation, when and as incurred by them in connection
 with any claim, action, proceeding or activities of BNYM Clearing and such
 persons in connection with this Agreement or Contracts contemplated
 hereunder, except where such Loss arises from BNYM Clearing’s gross
 negligence or willful misconduct after such is finally adjudicated in court
 and the time for appeal has expired. The rights of BNYM and its affiliates
 provided above shall be in addition to any other right or remedy available to
 BNYM and its affiliates at law, by statute or in equity or under any
 Applicable Laws, including without limitation the right of set off. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Limitation of Liability.

 
	
  

 	
  

 	
  

 
	
 BNYM Clearing shall have no responsibility
 or liability to Customer hereunder (i) in connection with the performance or
 non-performance by any exchange or market, clearinghouse, clearing firm or
 other third party (including floor brokers and banks) to BNYM Clearing of its
 obligations in respect of any Contract or other property of the Customer, in
 particular BNYM Clearing shall not be liable to Customer if any such third
 party makes an error in filling orders or fails to fill an order for
 Customer; (ii) as a result of any prediction, recommendation or advice
 made or given by a representative of BNYM Clearing whether or not made or
 given at the request of Customer; (iii) as a result of BNYM Clearing’s reliance
 on and acting upon any instruction, notice or communication that it
 reasonably believes to be that of an individual authorized to act on behalf
 of Customer; (iv) as a result of any delay in the performance or
 non-performance of any of BNYM Clearing’s obligations hereunder directly or
 indirectly caused by the occurrence of any contingency beyond the control of
 BNYM Clearing including, but not limited to, the unscheduled closure of an
 exchange or market or delays in the transmission of orders due to breakdowns
 or failures of transmission or communication facilities, execution, and/or
 trading facilities, other systems, or any other electronic trading systems,
 facilities or services), it being understood that BNYM Clearing shall be excused
 from performance of its obligations hereunder for such period of time as is
 reasonably necessary after such occurrence to remedy the effects therefrom;
 (v) as a result of any action taken by BNYM Clearing or its floor brokers to
 comply with Applicable Law; (vi) as a result of any actions taken by BNYM
 Clearing in connection with the exercise of the available remedies pursuant
 to Section 4; (vii) for any acts or omissions of those neither employed nor
 supervised by BNYM Clearing; (viii) for investment decisions made by
 Customer; (ix) for any Loss resulting from nationalization, government
 restrictions, exchange, regulatory or market rulings, suspension of trading,
 expropriation or other governmental actions, regulation of the banking,
 futures, commodities or securities industry, currency controls or
 restrictions, suspension of redemptions, market rulings, devaluations or
 fluctuations, or market conditions which prevent the orderly execution of
 securities transactions or affect the value of Property, including without
 limitation extreme market volatility or trading volume, (x) for any Loss or
 injury due to forces beyond the control of BNYM Clearing, including without
 limitation strikes, failure of transmission or communication facilities, work
 stoppages, acts of war or terrorism, insurrection, revolution, nuclear or
 natural catastrophes or acts of God, military actions, interruptions, or the
 insolvency of any issuer or third party, or (vii) any action taken by BNYM
 Clearing, or any other third party, to comply with Applicable Laws. Except as
 provided in Section 5, in no event will BNYM Clearing or Customer be liable
 to the other for consequential, incidental, indirect, punitive or special
 damages.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 General Agreements.

 
	
  

 	
  

 	
  

 
	
 The parties agree that:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 BNYM Clearing’s Responsibility. BNYM
 Clearing is not acting as a fiduciary, commodity pool operator, commodity
 trading advisor, or investment adviser in respect of any Account opened by
 Customer. BNYM Clearing shall have no responsibility hereunder for compliance
 with any law or regulation governing the conduct of fiduciaries, commodity
 pool operators, commodity trading advisors, or investment advisers for Customer’s compliance with any
 law or regulations governing or affecting Customer’s trading hereunder.

 













	
  

 	
  

 	
  

 
	
 (b)

 	
 Advice. All advice or market information
 communicated by BNYM Clearing with respect to any Account opened by Customer
 hereunder is incidental to the conduct of BNYM Clearing’s business as a
 futures commission merchant and such advice or information does not
 constitute an offer to buy or sell or the solicitation of an offer to buy or
 sell any Contract and will not serve as the primary basis for any decision by
 or on behalf of Customer. BNYM Clearing makes no representation as to the
 reliability, accuracy or completeness of such advice or any information on
 which it is based. BNYM Clearing shall have no discretionary authority, power
 or control over any decisions made by or on behalf of Customer in respect of
 the Account, regardless of whether Customer relies on the advice of BNYM
 Clearing in making any such decision. Customer acknowledges that BNYM
 Clearing and its managing directors, officers, employees and affiliates may
 take or hold positions in, or advise other customers concerning, contracts
 that are the subject of advice from BNYM Clearing to Customer. The positions
 and advice of BNYM Clearing and its managing directors, officers, employees
 and affiliates may be inconsistent with or contrary to positions of, and the
 advice given by, BNYM Clearing to Customer.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Clearing
 Broker. BNYM
 Clearing, as agent, is responsible solely for the execution, clearing and/or
 carrying of Contracts in each Account in accordance with the terms of this
 Agreement. Customer and Customer’s advisor (“Advisor”), if any, are
 solely responsible for all investment and trading decisions for the Account.
 All transactions for or on Customer’s behalf in any Account maintained for
 Customer shall be deemed to be included in a single Account, whether or not
 such transactions appear on BNYM Clearing’s records in separate Accounts,
 either severally or jointly with others.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Customer
 Trades. BNYM
 Clearing, for and on behalf of Customer, is authorized in its sole discretion
 to select floor brokers and, on exchanges where BNYM Clearing is not a
 clearing member, unaffiliated clearing brokers, which will act as brokers and
 agents in connection with transactions in Contracts for the Accounts. Absent
 a separate written agreement with Customer with respect to “give-up” transactions,
 BNYM Clearing may, in its sole discretion, but shall not be obligated to,
 accept from other brokers Contracts executed by such brokers that are to be
 given up to BNYM Clearing for clearance or carrying in any Account.

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Introducing
 Broker. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 If Customer’s Account has
 been introduced to BNYM Clearing by another broker, that broker is acting as
 Customer’s agent and that broker in this relationship is not an agent of or
 affiliated with BNYM Clearing simply by virtue of such introduction. Customer
 agrees that Customer’s broker and its employees are third-party beneficiaries
 of this Agreement. Unless BNYM Clearing receives from Customer prior written
 notice to the contrary, BNYM Clearing may accept from such other broker,
 without any inquiry or investigation: (a) orders for the purchase or sale of
 Contracts, on margin or otherwise; and (b) any other instructions concerning
 your Account or the Collateral (as defined below) therein. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Customer understands and
 agrees that by agreement with Customer’s broker, BNYM Clearing may pay a
 substantial portion of the brokerage commissions charged to Customer’s
 Account to Customer’s broker in consideration of introducing and servicing
 Customer’s Account.

 













	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Customer further understands
 and agrees that BNYM Clearing generally will not inquire into the
 circumstances surrounding any transaction for Customer’s Account. BNYM
 Clearing is not responsible for any acts or omissions of any independent
 introducing broker, including, but not limited to, sales practices, trading
 practices, or recommendations. Customer agrees to look solely to Customer’s
 independent introducing broker for redress of any loss or damage arising out
 of circumstances other than BNYM Clearing’s own gross negligence or willful
 misconduct in the execution, clearance, or bookkeeping of transactions for
 Customer’s Account.

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 Foreign
 Markets. If Customer
 has been approved by BNYM Clearing for the transmission of orders directly to
 affiliates of BNYM Clearing located outside the United States, for execution
 and clearance on non-U.S. exchanges, Customer acknowledges and agrees that
 (i) it will transmit orders directly to such affiliates identified by BNYM
 Clearing only in accordance with any conditions or instructions furnished by
 BNYM Clearing and solely for Customer’s own Account, (ii) any orders
 transmitted by Customer to an affiliate of BNYM Clearing will be executed and
 cleared through omnibus Accounts maintained by the appropriate affiliate in
 the name of BNYM Clearing and not for an Account of Customer with the
 affiliate, and (iii) notwithstanding its transmission of orders to an
 affiliate, Customer will continue to be a customer of BNYM Clearing and will
 not be a customer of the affiliate.

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Reliance
 on Instructions. BNYM
 Clearing shall be entitled to rely on any instruction, notice or
 communication that it reasonably believes to have originated from Customer or
 Customer’s duly authorized agent (including Customer’s Advisor, if any) and
 Customer shall be bound thereby. Customer hereby waives any defense that any
 such instruction, notice or communication was not in writing as may be
 required by the Statute of Frauds or any other law, rule or regulation.

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 Recording.
 BNYM Clearing and
 Customer each agree that either party may record, on tape or otherwise, any
 telephone conversation between BNYM Clearing and Customer and their
 respective officers, agents and employees. BNYM Clearing and Customer each
 consent to the use of such recordings as evidence by either party in
 any action or proceeding arising out of this Agreement. 

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Acceptance
 of Orders; Position Limits.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 BNYM Clearing shall have the right,
 whenever in its reasonable discretion it deems such action necessary or
 desirable and upon reasonable notice to Customer, to limit the size of open
 positions (net or gross) of Customer with respect to the Account and to
 refuse to accept any orders to establish new positions, whether such refusal,
 reduction or limitation is required by, or based on position limits imposed
 under, Applicable Law. BNYM Clearing shall promptly notify Customer if it has
 limited or has refused to accept any order. Unless specified by Customer,
 BNYM Clearing may designate the exchange or other market on which it will attempt
 to execute orders, and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Customer shall comply with all position
 limit rules and shall file or cause to be filed all applications or reports
 required under Applicable Law with the CFTC or the relevant 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 exchange or market or clearing house, and
 shall promptly provide BNYM Clearing with a copy of such applications or
 reports and such other information as BNYM Clearing may reasonably request in
 connection therewith.

 
	
  

 	
  

 	
  

 
	
 (j)

 	
 Original and Variation Margin; Premiums; Other Contract Obligations. Customer
 shall make, or cause to be made, all applicable original margin, variation
 margin, intra-day margin, additional margin and premium payments (“Margin”),
 and perform all other obligations attendant to transactions or positions in
 Contracts, as may be required by Applicable Law or BNYM Clearing, upon
 written notice and in BNYM Clearing’s sole reasonable discretion. Customer
 acknowledges that BNYM Clearing has no obligation to establish uniform margin
 requirements. Requests for Margin deposits and/or premium payments may, at
 BNYM Clearing’s election, be communicated to Customer orally, telephonically,
 or in writing. Customer Margin deposits and/or premium payments shall be made
 by wire transfer to BNYM Clearing’s customer segregated Account and shall be
 in U.S. dollars unless BNYM Clearing specifically agrees otherwise

 
	
  

 	
  

 	
  

 
	
 (k)

 	
 Security
 Interest and Rights Respecting Collateral. Except to the extent proscribed by
 Applicable Law not subject to waiver, all Contracts, cash, securities, and/or
 any other property of Customer (either individually or jointly held with
 others) whatsoever (collectively, with all proceeds thereof, the “Collateral”)
 at any time held by BNYM Clearing or its affiliates, or carried by others for
 the Account, hereby are pledged to BNYM Clearing and shall be subject to a
 general lien and security interest in BNYM Clearing’s favor to secure any
 indebtedness or other amounts, obligations and/or liabilities at any time
 owing from Customer to BNYM Clearing (collectively, the “Customer’s Liabilities”).
 To the extent permitted by the Commodity Exchange Act and CFTC regulations
 regarding segregation, investment and pledging of Customer assets, Customer
 hereby grants BNYM Clearing the right to borrow, pledge, repledge,
 hypothecate, rehypothecate, loan or invest any of the Collateral, including
 utilizing the Collateral to purchase United States Government Treasury
 obligations pursuant to repurchase agreements or reverse repurchase
 agreements with any party, in each case without notice to Customer,
 and without any obligation to pay or to Account to Customer for any interest,
 income or benefit that may be derived therefrom. BNYM Clearing shall be under no obligation to deliver the same
 property deposited with BNYM Clearing or received by BNYM Clearing for the
 Account of Customer, but may deliver other property of like or equivalent
 kind or amount. 

 
	
  

 	
  

 	
  

 
	
 (l)

 	
 Reports
 and Objections. All
 oral and written reports relating to the Account, including but not limited
 to confirmations, purchase and sale notices, correction notices and Account
 statements (collectively, “Statements”) shall be submitted to Customer
 and shall be conclusive and binding on Customer unless Customer notifies BNYM
 Clearing of any objection thereto (i) in the case of any oral communication,
 within one hour of the time such report is given to Customer or its
 representative, and (ii) prior to the opening of trading on the exchange or
 market on which such transaction occurred on the business day following the
 day on which Customer receives such Statement; provided, that with
 respect to monthly Statements, Customer may notify BNYM Clearing of any
 objection thereto within five (5) business days after receipt of such monthly
 Statement, provided the objection could not have been raised at the time
 any prior Statement or oral communication was received by Customer as
 provided for above. Any such notice of objection, if given orally to BNYM
 Clearing, 

 













	
  

 	
  

 	
  

 
	
  

 	
 shall immediately (and not later than within one business day) be
 confirmed in writing by Customer.

 
	
  

 	
  

 	
  

 
	
 (m)

 	
 Delivery
 and Option Exercise Instructions and Procedures.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 BNYM Clearing shall liquidate any Contract
 for which an offsetting order is entered by Customer, unless Customer
 instructs BNYM Clearing not to liquidate such Contract and to maintain the
 offsetting Contracts as open positions, provided, that BNYM Clearing shall not
 be obligated to comply with any such instructions given by Customer if
 Customer fails to provide BNYM Clearing with any representations,
 documentation or information reasonably requested by BNYM Clearing or if, in
 BNYM Clearing’s reasonable judgment, failure to offset such Contracts against
 each other would result in a violation of Applicable Laws.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Unless Customer shall have delivered to
 BNYM Clearing sufficient funds and/or the necessary documents to make or take
 delivery, Customer shall, with respect to open positions in futures
 contracts, give BNYM Clearing liquidating instructions at least five (5)
 business days prior to the first notice day, in the case of long positions,
 and at least five (5) business days prior to the last trading day, in the
 case of short positions.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 With respect to long option positions,
 Customer shall give BNYM Clearing instructions to exercise, and shall deposit
 sufficient funds and/or the necessary documents for such exercise, on the day
 Customer intends to exercise; provided, however, that, with respect to
 options on futures contracts, such instructions must be given prior to the
 close of the market in the underlying futures contract and in no event less
 than one business day before the last trading day in any option.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Customer acknowledges that certain option
 contracts sold by Customer are subject to exercise at any time and that rules
 of the relevant exchange or clearinghouse may provide for the automatic
 exercise of options that are in-the-money at the time of expiration. Exercise
 notices received by BNYM Clearing from the applicable exchange or
 clearinghouse with respect to any option contract sold by BNYM Clearing’s
 customers will be allocated among such customers (including Customer)
 pursuant to a nonpreferential allocation procedure and Customer shall be
 bound by any allocation made to it pursuant to such procedure. Such notices
 may be allocated to Customer after the close of trading on the day on which
 such notices have been allocated to BNYM Clearing by the applicable exchange
 or clearinghouse. BNYM Clearing shall use reasonable efforts to contact
 Customer promptly upon its allocation of an exercise notice to Customer.

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 Subject to the foregoing, BNYM Clearing
 shall have no responsibility for any action that it takes or fails to take
 with respect to any option contract (including, without limitation, any
 responsibility to exercise any option contract purchased by Customer unless
 and until BNYM Clearing receives acceptable and timely instructions from
 Customer indicating the action to be taken). If Customer does not either give
 instructions or deliver the required funds and/or documents to BNYM Clearing
 as required herein, BNYM Clearing may, after using reasonable efforts to
 provide notice to Customer, either exercise, 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 abandon or liquidate Customer’s positions
 or take or make delivery on behalf of Customer in any commercially reasonable
 manner.

 
	
  

 	
  

 	
  

 
	
 (n)

 	
 Financial and Other Information. Customer
 shall provide to BNYM Clearing such financial information regarding Customer
 as BNYM Clearing may from time to time reasonably request to determine
 Customer’s financial condition and Customer’s ability to perform its
 obligations under this Agreement or in connection with any Contracts executed
 by BNYM Clearing on Customer’s behalf. Customer shall notify BNYM Clearing
 promptly if the financial condition of Customer changes materially and adversely
 from that shown in the most recent financial information theretofore provided
 to BNYM Clearing. Customer authorizes BNYM Clearing to contact such banks,
 financial institutions and credit agencies as BNYM Clearing shall deem
 appropriate from time to time to verify information regarding Customer that
 may be provided by Customer from time to time. Customer further authorizes
 BNYM Clearing to conduct, or cause to be conducted, an investigation into
 Customer’s background, including but
 not limited to, credit, regulatory and legal matters, and authorizes BNYM
 Clearing to retain a consumer reporting agency for such purpose.

 
	
  

 	
  

 	
  

 
	
 (o)

 	
 Currency
 Exchange Risk. In
 the event that Customer directs BNYM Clearing to enter into any Contract or
 transaction in a foreign currency or BNYM Clearing permits Customer to
 deposit foreign currency in satisfaction of any of Customer’s margin,
 settlement or premium obligations in respect of any Contract, any profit or
 loss arising as a result of a fluctuation in the exchange rate affecting such
 currency will be entirely for the Account and risk of Customer. Absent
 specific written instruction from Customer, BNYM Clearing shall, when such
 Contract or transaction is terminated, credit the Account of Customer in such
 foreign currency or in U.S. dollars at a rate of exchange based upon then
 prevailing money markets rates of exchange for such foreign currency.

 
	
  

 	
  

 	
  

 
	
 (p)

 	
 Cross
 Trade Consent. The
 undersigned Customer hereby agrees that BNYM Clearing, its managing
 directors, officers, employees, affiliates, agents and, floor brokers, where
 acting on BNYM Clearing’s behalf, in any transaction for the undersigned
 Account may take the other side of the transaction, subject to the
 transaction being executed in accordance with the regulations of the applicable
 exchange and regulations of the CFTC.

 
	
  

 	
  

 	
  

 
	
 (q)

 	
 Communications. BNYM Clearing may
 communicate with Customer by email from time to time. By executing this
 Agreement, Customer agrees to receive Statements and other communications
 containing customer information by e-mail. If Customer does not wish to
 receive Statements and other communications by email, Customer must notify
 BNYM Clearing in writing. Customer acknowledges that e-mail messages are not
 secure and may contain computer viruses or other defects, may not be
 accurately replicated on other systems, or may be intercepted, interfered
 with, or deleted without the knowledge of the sender or the intended
 recipient. BNYM Clearing makes no warranties in relation to these matters.
 BNYM Clearing reserves the right to intercept, monitor and retain e-mail
 messages to and from its systems as permitted by Applicable Law. 

 
	
  

 	
  

 	
  

 
	
 (r)

 	
 Electronic Services. Customer acknowledges
 that it may access BNYM Clearing by any means, including, but not limited to,
 use of the Internet, computer-to-computer interface, or otherwise
 (collectively “Electronic Services”). Customer’s use of Electronic
 Services shall be governed by the Electronic Services Access Terms in the
 accompanying Risk Disclosure 

 













	
  

 	
  

 	
  

 
	
  

 	
 package. In addition to all other
 provisions of the provisions of this Agreement and the attached Electronic
 Services Access Terms Customer acknowledges that access to Electronic
 Services may be limited or unavailable during periods of peak demand, market
 volatility, system upgrades, maintenance or for other reasons. If Electronic
 Services are unavailable for any reason, Customer will use alternative means
 to contact BNYM Clearing. BNYM Clearing will have no liability whatever for
 any disruption or delay in Electronic Services (as further described in
 Section 6); and Customer shall be responsible for administration of its use
 of Electronic Services including, but not limited to, record keeping, data
 file backups and maintenance of software and equipment.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 CFTC Regulations.

 
	
  

 	
  

 	
  

 
	
 I. Customer acknowledges that CFTC Regulation
 1.35(a-2)(2) requires Customer to create, retain and produce upon the request
 of the CFTC, the United States Department of Justice and the applicable
 Transaction Facility, documentation of cash transactions underlying EFP, EFS,
 EFR or EFO transactions and, if Customer effects any such exchange of
 futures, Customer will comply with Regulation 1.35(a-2)(2).

 
	
  

 	
  

 	
  

 
	
 9.

 	
 Termination.

 
	
  

 	
  

 	
  

 
	
 This Agreement may be terminated at any
 time by Customer or BNYM Clearing by written notice to the other. Termination
 shall not affect any transaction entered into prior to receipt of such notice
 and shall not relieve either party of any obligations in connection with any
 debt or credit balance or other liability or obligation incurred prior to
 such receipt. In the event of such notice, Customer shall either close out
 open positions in the Account or arrange for such open positions to be
 transferred to another futures commission merchant within five (5) business
 days after delivery of such notice to Customer. Upon satisfaction by Customer
 of all of Customer’s liabilities, BNYM Clearing shall transfer to another
 futures commission merchant all Contracts, if any, then held for the Account,
 and shall transfer to Customer or to another futures commission merchant, as
 Customer may instruct, all cash, securities and other property held in the
 Account, whereupon this Agreement shall terminate.

 
	
  

 	
  

 	
  

 
	
 10.

 	
 Miscellaneous.

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 Severability. If any provision of this
 Agreement is, or at any time becomes, inconsistent with any present or future
 law, rule or regulation of any exchange or other market, sovereign government
 or regulatory body thereof, and if any of these authorities have jurisdiction
 over the subject matter of this Agreement, the inconsistent provision shall
 be deemed superseded or modified to conform with such law, rule or regulation
 but in all other respects, this Agreement shall continue and remain in full
 force and effect.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Successors and Assigns. This Agreement shall
 be binding upon the parties and their successors and permitted assigns.
 Neither party hereto may assign its rights or obligations hereunder without
 the prior written consent of the other party; provided, however, that BNYM
 Clearing may assign its rights and obligations hereunder to any of its
 affiliates. Any such assignment in violation of this paragraph shall be void.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Entire
 Agreement. This
 Agreement contains the entire agreement between the parties and supersedes
 any prior agreements between the parties as to the subject matter hereof. No
 provision of this Agreement shall in any respect be waived, altered,
 modified, or amended unless such waiver, alteration, modification or
 amendment is in writing and signed by Customer and a duly authorized officer
 of BNYM Clearing. In executing this Agreement, Customer has not relied on any
 statements or representations that are not expressly contained herein. 

 













	
  

 	
  

 	
  

 
	
 (d)

 	
 Currency Denomination. Unless another currency is designated in
 the confirmations reporting transactions entered into by Customer, all Margin
 deposits in connection with such transactions, and a debit or credit in the
 Account, shall be stated in United States dollars.

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Instructions, Notices or Communications. Except
 as specifically otherwise provided in this Agreement, all instructions,
 notices or other communications may be oral or written. All oral
 instructions, unless custom and usage of trade dictate otherwise, shall be
 promptly confirmed in writing. All written instructions, notices or other
 communications shall be addressed as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 if to BNYM Clearing:

 
	
  

 	
  

 	
 BNY MELLON CLEARING, LLC

 
	
  

 	
  

 	
 Attention: Sanjay Kannambadi

 
	
  

 	
  

 	
 One Wall Street

 
	
  

 	
  

 	
 New York, New York 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 if to Customer: at the address as indicated on the Futures Account
 Application.

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 No Waiver. No failure on the part of BNYM
 Clearing or Customer to exercise, and no delay in exercising, any of their
 respective contractual rights will operate as a waiver thereof, nor will any
 single or partial exercise by BNYM Clearing or Customer of any such right
 preclude any other or future exercise thereof or the exercise of any other
 partial right.

 













	
  

 	
  

 	
  

 
	
 (g)

 	
 Governing Law. THE INTERPRETATION AND
 ENFORCEMENT OF THIS AGREEMENT AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE
 PARTIES SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
 LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICTS OR CHOICE OF LAW, RULE
 OR PRINCIPLE THAT MIGHT OTHERWISE REFER CONSTRUCTION OR INTERPRETAITON OF
 THESE PROVISIONS TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. 

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 Consent to Jurisdiction. ANY LEGAL ACTION,
 SUIT OR PROCEEDING BETWEEN BNYM CLEARING AND CUSTOMER RELATING TO THIS
 AGREEMENT OR TRANSACTIONS HEREUNDER SHALL TAKE PLACE IN THE COURTS OF THE
 STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR IN THE UNITED STATES
 DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. CUSTOMER CONSENTS TO
 THE SERVICE OF PROCESS BY THE MAILING TO CUSTOMER OF COPIES OF SUCH COURT
 FILING BY CERTIFIED MAIL TO THE ADDRESS OF CUSTOMER AS IT APPEARS ON THE
 BOOKS AND RECORDS OF BNYM CLEARING, SUCH SERVICE TO BE EFFECTIVE TEN DAYS
 AFTER MAILING. CUSTOMER AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING
 ARISING OUT OF, OR RELATING TO, THIS AGREEMENT MAY BE BROUGHT IN SUCH COURTS;
 AND WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY SUCH ACTION, SUIT
 OR PROCEEDING (I) THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
 SUCH COURTS, (II) THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR
 IS NOT MAINTAINABLE IN SUCH COURTS, (III) THAT THIS AGREEMENT MAY NOT BE
 ENFORCED IN OR BY SUCH COURTS, OR (IV) THAT THE VENUE OF ANY SUCH ACTION,
 SUIT OR PROCEEDING IS INCONVENIENT OR IMPROPER. FINAL JUDGMENT AGAINST
 CUSTOMER IN ANY ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
 ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT, A CERTIFIED COPY
 OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF INDEBTEDNESS
 ARISING FROM SUCH JUDGMENT. CUSTOMER HEREBY WAIVES IRREVOCABLY ANY IMMUNITY
 TO WHICH IT MIGHT OTHERWISE BE ENTITLED IN ANY ACTION AT LAW, SUIT IN EQUITY
 OR ANY OTHER PROCEEDING ARISING OUT OF OR BASED ON THIS AGREEMENT OR ANY
 TRANSACTION IN CONNECTION HEREWITH.

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Waiver of Jury Trial and Punitive Damages.
 Customer hereby waives a trial by jury in any action arising out of or
 relating to this Agreement or any transaction in connection therewith.
 Furthermore, no party to this Agreement will attempt to obtain an award of
 punitive damages against the other. 

 
	
  

 	
  

 	
  

 
	
 (j)

 	
 Use of Name. Customer agrees not to use BNYM
 Clearing’s name for any purpose without BNYM Clearing’s prior written
 consent, including, but not limited to, in any advertisement, publication or
 offering material; provided, however, that BNYM Clearing consents to
 Customer’s stating in its offering documents that BNYM Clearing is its FCM so
 long as such statement is factually accurate at the time the statement is
 made. Customer acknowledges that BNYM Clearing has no responsibility for the
 preparation and accuracy of such offering documents.

 













	
  

 	
  

 	
  

 
	
 (k)

 	
 Customer Acknowledgments.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS
 RECEIVED AND UNDERSTANDS THE FOLLOWING DISCLOSURE STATEMENTS PRESCRIBED BY
 THE CFTC/NFA AND FURNISHED HEREWITH

 





	
  

 	
  

 	
  

 
	
  

 	
 _____

 	
 Risk
 Disclosure Statement (CFTC Rule 1.55 & Rule 190.10(c) & NFA

 
	
  

 	
  (Please initial)

 	
 Compliance
 Rule 2-30)

 





	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 If Customer has indicated on the Futures
 Account Application that orders placed for the Account represent bona fide
 hedging transactions, please complete the following. CFTC Regulation 190.06
 permits you to specify whether, in the unlikely event of BNYM Clearing’s
 bankruptcy, you prefer the bankruptcy trustee to liquidate or transfer to
 another futures commission merchant all positions in the Account.
 Accordingly, Customer hereby elects as follows: (check one)

 





	
  

 	
  

 
	
 o

 	
   Liquidation

 
	
  

 
	
 o

 	
   Transfer to another futures commission merchant

 


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





IN WITNESS WHEREOF, Customer has executed this Agreement on the
date indicated below.


	
  

 	
  

 
	

 


 	

 


 
	
   (Name of Customer – Please
 Print)

 	
  

 
	
  

 	
  

 
	

 


 	

 


 
	
   (Signature)

 	
 (Date)

 
	
  

 	
  

 
	

 


 	

 


 
	
   (Name & Title – Please
 Print)