efc7-2575_emailex101.htm


    
      Exhibit
        10.1

       

      Institutional

      Futures
        Client

      Account
        Agreement

    

    
 

    


    


    


    
 

    


    


    


    


    


    


    Merrill
      Lynch, Pierce, Fenner & Smith, Inc

    One
      South
      Wacker Drive, Suite 300, Chicago, Illinois 60606

     

    
      
        

        Tel: 312-442-5453

    

     

    
      
        
        

      

      
        
           

        

        
          

        

      

       

       

      _________________________________MERRILL
        LYNCH_________________________________

       

       

    

    Risk
      Disclosure Statement For Futures and Options

    


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

    


    Futures

        


    1.    Effect
      of
‘Leverage’ or ‘Gearing’

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

    


    2.    Risk-reducing
      orders or strategies

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

    


    Options 

    


    3.    Variable
      degree of risk.

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

    


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

    


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

    
       

      
        
          
          

        

        
          
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

      

       

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

    

    


    Additional
      risks common to futures and options

    


    4.    Terms
      and
      conditions of contracts

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

    


    5.    Suspension
      or
      restriction of trading and pricing relationships

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

    


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

    


    6.    Deposited
      cash and property

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

    


    7.    Commission
      and other charges

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

    


    8.    Transactions
      in other jurisdictions

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

    


    9.    Currency
      risks

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

    


    10.    Trading
      facilities

    Most
      open-outcry and electronic trading facilities are supported by computer-based
      component systems for the order-routing, execution, matching, registration
      or
      clearing of trades. As with all facilities and systems, 

    
       

      
        
          
          

        

        
          
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

      

       

    

    they
      are
      vulnerable to temporary disruption or failure.  Your ability to
      recover certain losses may be subject to limits on liability imposed by the
      system provider, the market, the clearing house and/or member firms. Such limits
      may vary; you should ask the firm with which you deal for details in this
      respect.

    


    11.    Electronic
      trading

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

    


    12.    Off-exchange
      transactions

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


     

    
      
        
        

      

      
        
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          ______________________________________________MERRILL
            LYNCH  ______________________________________________

        

      

       

    

    Institutional
      Futures Client Account Agreement

    


    Merrill
      Lynch, Pierce, Fenner & Smith Incorporated, with an office at 1 South Wacker
      Drive, Suite 300, Chicago, Illinois, 60606, (“Merrill Lynch”) agrees to carry
      one or more account(s) (“Account”) for the undersigned (“Client”) and provide
      services to Client in connection with the purchase and sale of cash commodities
      (including financial instruments), options on cash commodities, commodity
      futures contracts, options on futures contracts, security futures products,
      forward or leverage contracts, exchange of futures for physicals, and any
      similar instruments which may be purchased or sold by or through Merrill Lynch
      for Client’s Account (collectively referred to as “Futures Contracts”). In
      consideration thereof, Client and Merrill Lynch agree as follows:

    


    1.    AUTHORIZATIONS
      AND ACKNOWLEDGMENTS 

    Merrill
      Lynch is authorized to purchase or sell Futures Contracts for Client’s Account
      in accordance with Client’s oral or written instructions. Client hereby waives
      any defense that any such instructions were not in writing as may be required
      by
      any law, rule or regulation. In any such transaction, Merrill Lynch may act
      as
      agent or principal and may charge a mark-up or commission, as notified in
      advance to Client, as may be limited by law, rule or regulation.  All
      contracts and transactions entered into after the close of any applicable
      futures exchange’s normal business hours may be considered next business day
      activity. Merrill Lynch is not acting as a fiduciary, commodity trading advisor,
      investments advisor or commodity pool operator with respect to Client or any
      Futures Contracts or Account and Merrill Lynch shall have no responsibility
      for
      compliance with any law or regulation governing the conduct of any such
      fiduciary or advisor selected by Client or Client’s conduct as a fiduciary, if
      applicable.

    


    2.    APPLICABLE
      LAW 

    All
      transactions under this Agreement shall be subject to the Commodity Exchange
      Act
      and the constitution, rules, regulations, customs, usages, rulings and
      interpretations of the Commodity Futures Trading Commission (“CFTC”), domestic
      or foreign exchange markets, and their clearing houses, if any, where the
      transactions are executed by Merrill Lynch or Merrill Lynch’s agents
      (“Applicable Law”). Merrill Lynch is hereby authorized, in its discretion, to
      employ affiliated and nonaffiliated clearing members, carrying brokers and
      floor
      brokers as Merrill Lynch’s agents or to engage in pre-execution discussions if
      entering orders electronically, in connection with the execution, carrying,
      clearance, delivery and settlement of any such transactions as permitted by
      Applicable Law. Client agrees to provide Merrill Lynch any information necessary
      for Merrill Lynch to respond to any inquiry from any exchange or other
      regulatory agency pursuant to Applicable Law.

    


    Absent
      a
      separate written agreement with Client with respect to give-ups, Merrill Lynch,
      in its discretion, may, but shall not be obligated to, accept from other brokers
      selected by Client, Futures Contracts executed by such brokers which are given
      up to Merrill Lynch for clearing in Client’s Account. If Client has executed
      with other brokers and Merrill Lynch is required to pay such executing brokers
      give up fees, Client agrees that Merrill Lynch may withhold such fees from
      Client’s Account in anticipation of such payment coming due.

    


    3.    MERRILL
      LYNCH
      REPRESENTATIONS 

    Merrill
      Lynch and its managing directors, officers, employees and affiliates may take
      or
      hold positions in or advise other clients concerning contracts which are the
      subject of advice from Merrill Lynch to Client, which positions and advice
      may
      be consistent with or contrary to positions which are the subject of advice
      to
      Client. In addition, Merrill Lynch, its directors, officers, employees, parent
      companies and affiliates may act on the other side of Client’s order by the
      purchase or sale for Client’s Account in which Merrill Lynch or any person
      affiliated with Merrill Lynch has a direct or indirect interest, subject to
      compliance with and the limitations and conditions of Applicable
      Law.

    


    4.    CLIENT
      REPRESENTATIONS 

    Client
      represents and warrants that (a) the individual(s) whose signatures are stated
      below is/are duly authorized and empowered to execute and deliver this Agreement
      and to effect purchases and sales of Futures Contracts through Merrill Lynch
      in
      Client’s Account until such time as Merrill Lynch is notified by 

    
       

      
        
          
          

        

        
          
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

         

      

    

    Client
      to
      the contrary; (b) regardless of any subsequent determination to the contrary,
      Client is a sophisticated user of the futures markets and is aware of the risks
      and obligations of Futures Contracts and is fully prepared to assume such risks
      and obligations; (c) trading in Futures Contracts is within the power of Client
      and such activity will in no manner contravene the provisions of any corporate
      resolutions, by-laws, statutes, rules, regulations, operating agreement,
      partnership agreements, plan documents, trust agreements or any judgments,
      orders or other agreements to which Client is bound; (d) Client is duly
      organized and in good standing under the laws of the jurisdiction in which
      it
      was organized and in all jurisdictions where it is qualified to do business;
      (e)
      Client is acting as principal and not as agent in transactions under this
      Agreement and no person other than Client has or will have an interest in
      Client’s Account except as otherwise disclosed to Merrill Lynch herein; and (f)
      Merrill Lynch is authorized to follow the instructions of the undersigned in
      every respect concerning this Account, including, but not limited to, payment
      of
      monies. With respect to activity in the Account, Merrill Lynch may rely upon
      the
      instructions of the above referenced individuals or any individuals subsequently
      authorized by Client until Client notifies Merrill Lynch to the
      contrary.

    


    If
      Client
      engages in exchange of futures for physical (“EFP”) transactions, Client
      acknowledges and agrees that, in connection with any EFP that (a) if Client
      is
      the seller of the cash contract(s) then Client is the buyer of the futures
      contract(s) being exchanged in the EFP, and Client has an ownership interest
      in
      the contract(s) sufficient to allow the delivery in satisfaction of Client’s
      obligations resulting from the execution of the EFP; and (b) if Client is the
      buyer of the cash contract(s) then Client is the seller of the futures
      contract(s) being exchanged in the EFP. Upon request by Merrill Lynch, Client
      agrees to provide documentation sufficient to verify its purchase or sale of
      the
      cash contract.

    


    5.    MODIFICATION  AND
      TERMINATION 

    Whenever
      any statute shall be enacted which shall affect in any manner or be inconsistent
      with any of the provisions hereof, or whenever any rule or regulation shall
      be
      prescribed or promulgated by the CFTC, various commodity exchanges, or other
      agency or body having jurisdiction, which shall affect in any manner or be
      inconsistent with any of the provisions hereof, the provisions of this Agreement
      so affected shall be deemed modified or superseded, as the case may be, by
      such
      statute, rule or regulation, and all other provisions of this Agreement and
      the
      provisions as modified or superseded, shall in all respects continue to be
      in
      full force and effect. Merrill Lynch shall use its best efforts to give notice
      to Client of any material change in conduct under this Agreement required by
      any
      such statute, rule or regulation.

    


    Either
      party may terminate this Agreement at any time by notice to the other. However,
      such termination by Client shall not affect any transaction entered into by
      Client prior to receipt of such notice by Merrill Lynch, or any open commodity
      positions or any liability held by or owed to Merrill Lynch by Client at the
      time of such termination. If Client has outstanding give-up bills owed to other
      brokers at the time of its termination of this Agreement, Merrill Lynch may
      withhold the amount of such fees in order to make such payments.

    


    Other
      than as set forth in the first paragraph above, no provision of this Agreement
      shall in any respects be waived, altered, modified or amended unless such
      waiver, alteration, modification or amendment is in writing and signed by one
      Merrill Lynch’s authorized officers and by one of Client’s authorized
      officers.

    


    6.    ADVICE 

    All
      advice with respect to Futures Contracts transmitted by Merrill Lynch with
      respect to the Account is solely incidental to the conduct of Merrill Lynch’s
      business as a futures commission merchant and such advice will not serve as
      the
      primary basis for any decision by Client. Merrill Lynch shall have no
      discretionary authority, power or control over any decision made by Client
      with
      respect to the Account, whether or not Merrill Lynch’s advice is utilized in
      such decision.

    


    7.    POSITION
      LIMITS

    Client
      acknowledges Merrill Lynch’s right, upon five (5) business days’ notice to
      Client, to limit the number of open positions which Client may maintain or
      acquire through Merrill Lynch at any time. For the avoidance of doubt, as long
      as Client continues to comply with its margin payment obligations under Section
      12, this

    
       

      
        
          
          

        

        
          
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    provision
      shall not limit the ability of Client to implement any decrease or other
      adjustment in the number of open positions within the time frame(s) deemed
      appropriate by Client or to enter into or maintain positions which have the
      effect of reducing Merrill Lynch’s overall exposure to Client. In addition,
      Client agrees it will not exceed contract market position limits without
      appropriate prior approval from the relevant contract market. Client agrees
      that
      it shall not agree with any exchange or contract market to act as a market
      maker
      using Merrill Lynch’s execution or clearing capabilities without the prior
      written approval of Merrill Lynch.

    


    8.    EXTRAORDINARY
      EVENTS AND THIRD PARTY ACTIONS  

    Merrill
      Lynch shall not be liable for breakdown or failure of transmission of
      communication facilities, systems or software, in each case beyond its
      reasonable control, or government restrictions, war or acts of terrorism,
      exchange failures or market rulings or natural disasters. Merrill Lynch shall
      not be liable to Client for any loss, cost, expense or damage to Client with
      respect thereto, except as a result of Merrill Lynch’s negligence, willful
      misconduct or bad faith.

    


    Under
      no
      circumstances shall Merrill Lynch have any responsibility, liability or
      obligation regarding any conduct, act, omission or representation of any
      introducing firm, commodity trading advisor, investment adviser or third party
      vendor selected by Client to give Client research or advice, to electronically
      route orders to Merrill Lynch or to provide like services to
      Client.

    


    9.    SECURITY
      AND
      LENDING

    All
      monies, securities, Futures Contracts or other property which Merrill Lynch
      may
      at any time be carrying for Client or which may at any time be in Merrill
      Lynch’s possession, including safekeeping, in each case solely in connection
      with this Agreement, shall be subject to a general lien, security interest
      and
      right of set-off and recoupment in Merrill Lynch’s favor to discharge all
      obligations of Client to Merrill Lynch in connection with this Agreement,
      irrespective of whether or not Merrill Lynch may have made advances in
      connection with such securities, Futures Contracts or other property, and
      irrespective of the number of accounts Client may have with Merrill Lynch.
      Merrill Lynch may apply or transfer such funds or other property of Client
      between any of Client’s accounts for the purposes of margin or reduction or
      satisfaction of any net debit balance. Client will not cause or allow any of
      the
      collateral held in the Account, whether now owned or hereafter acquired, to
      be
      or become subject to any liens, security interests or encumbrances of any nature
      without the prior written consent of Merrill Lynch, and in no event shall the
      collateral held in Client’s Account be subject to a lien or security interest
      superior to that of Merrill Lynch.

    


    In
      accordance with the terms and limitations of the Commodity Exchange Act
      regarding investment and pledging of Client assets, Client grants to Merrill
      Lynch the right to carry in its general loans, and to pledge, re-pledge,
      hypothecate, re-hypothecate, invest or loan, either separately or with the
      property of other clients, to either itself as broker or to others, any
      securities or other property held by Merrill Lynch on margin for the Account
      of
      Client or as collateral therefore. 

    


    10.    FEES
      AND COMMISSIONS  

    Client
      shall be charged exchange and regulatory fees as determined by the relevant
      exchange and/or regulator. If Client is a member of any U.S. exchange, Client
      must advise Merrill Lynch accordingly if Client may avail itself of any reduced
      fee at such exchange. In addition, Client must notify Merrill Lynch if it ceases
      to be a member of any such exchange.  Client shall be liable for all
      fees (including any fines) owed to the exchange if Client fails to give such
      notice to Merrill Lynch. Merrill Lynch may pay interest to Client on any
      available margin excess as agreed to from time to time between Merrill Lynch
      and
      Client. Merrill Lynch may charge interest upon Client’s Account in accordance
      with Merrill Lynch’s customary charges, as determined by Merrill Lynch, at the
      time of the acceptance of this Agreement and thereafter. Client agrees to pay
      all such commissions as agreed to from time to time between Merrill Lynch and
      Client.

    


    11.    LIQUIDATION 

    (A)   
      If any of the following events shall occur, Merrill Lynch may proceed in
      accordance with the following paragraph:  (a) Client shall be
      dissolved or in any other way terminated other than a bona fide restructuring
      (with prior notice to Merrill Lynch) that results in a successor entity with
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              LYNCH  ______________________________________________

          

        

      

       

      quality
        than the original entity; (b) Client shall fail to timely deposit or maintain
        initial or original margin, or make timely payment of additional or variation
        margin as requested in Section 12 below; (c) Client shall fail to pay the
        premium on any option  purchased by Client; (d) a proceeding under any
        applicable bankruptcy or insolvency law, an assignment for the benefit of
        creditors or an application for a receiver, custodian, conservator,
        administrator, liquidator or trustee shall be filed or applied for, by or
        against Client (or if Client is a trust, its trustee), or an order shall
        be made
        or a resolution shall be passed for the winding up, liquidation or
        administration of Client (or, if Client is a trust, its trustee); (e) the
        property deposited in Client’s Account shall be determined by Merrill Lynch, in
        its commercially reasonable discretion, to be inadequate to secure the Account
        or Client has suffered a material change in its financial condition and is
        unable to provide Merrill Lynch, upon request, with such margin amounts or
        collateral reasonably required by Merrill Lynch in accordance with Section
        12 of
        this Agreement; (f) Client’s Account shall incur a deficit balance which is not
        satisfied in a timely basis; (g) Merrill Lynch shall determine that any material
        representation or warranty made by Client to Merrill Lynch is untrue or
        inaccurate and Client is unable to prove otherwise; (h) if Client 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 Client or of any person or entity required
        to be
        registered in connection with Client’s activities have been instituted or are
        pending or threatened by any governmental agency or self-regulatory
        organization.

    

    


    In
      each
      event specified above, and subject to notice from Merrill Lynch and one (1)
      business day opportunity for Client to cure such event, Merrill Lynch may
      liquidate Client’s open positions in whole or in part, sell or otherwise dispose
      of, realize, set off or apply any or all of the property represented by an
      entity on or standing to the credit of Client’s Account or held by, to the order
      or under the direction or control of Merrill Lynch or any exchange or clearing
      organization through which transactions on Client’s behalf are executed or
      cleared, buy any property for Client’s Account, and/or cancel any outstanding
      orders and commitments made by Merrill Lynch on Client’s
      behalf.  Without prejudice to the foregoing, Merrill Lynch 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 Merrill
      Lynch as a secured party.

    


    Any
      such
      liquidation, sale, purchase and/or cancellation may be made at Merrill Lynch’s
      discretion on any exchange or other market or through any clearing organization
      where such business is transacted, at public auction or at private sale, upon
      prior notice to Client if reasonable under the circumstances, without
      advertising the same and without prior tender, demand or call upon Client,
      provided that any private sale must be conducted in a commercially reasonable
      manner. No prior tender, demand or call from Merrill Lynch of the time and
      place
      of such liquidation, sale, purchase and/or cancellation shall be deemed to
      be a
      waiver of Merrill Lynch’s right to liquidate, sell, purchase and/or cancel as
      provided herein.

    


    In
      any
      transaction described above, Merrill Lynch may sell any property to itself
      or
      its affiliates or buy any property from itself or its affiliates in an
      arms-length transaction. Merrill Lynch may, to the extent permitted by law,
      purchase the whole or any part thereof free from any right of
      redemption.  In all cases, Client shall remain liable for, and shall
      pay to Merrill Lynch the amount of, any deficiency in Client’s Account with
      Merrill Lynch resulting from any transaction described herein
      above.

    


    (B)    If
      any of the
      following events shall occur, the Client may proceed in accordance with the
      following paragraph: (i) Merrill Lynch is subject to a “Bankruptcy” (as defined
      below); (ii) Merrill Lynch shall fail to make timely return margin amounts,
      as
      required in section 12 below, after notice from the Client; (iii) any material
      representation or warranty made by Merrill Lynch to Client herein is untrue
      or
      inaccurate at the time given or deemed repeated.

    


    In
      the
      case of each event specified in “(b)” above, and in the case of an event
      described in sub-part (ii) above subject to notice from Client and one (1)
      business day opportunity to cure, Client shall have the right by notice to
      Merrill Lynch to terminate this Agreement with immediate effect, and Merrill
      Lynch will be liable to Client for Client’s “Economic Loss” (as defined below)
      in respect of this Agreement.

    
       

      
        
          
          

        

        
          
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          _________________________________MERRILL
            LYNCH_________________________________

           

           

        

      

    

    As
      used
      in the foregoing, “Bankruptcy” shall mean that Merrill Lynch (l) is dissolved
      (other than pursuant to a consolidation, amalgamation or merger); (2) becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become due; (3) makes a general
      assignment, arrangement or composition with or for the benefit of its creditors;
      (4) institutes or has instituted against it a proceeding seeking a judgment
      of
      insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
      law or other similar law affecting creditors’ rights, or a petition is presented
      for its winding-up or liquidation, and, in the case of any such proceeding
      or
      petition instituted against it such proceeding or petition (A) results in a
      judgment of insolvency or bankruptcy or the entry of an order for relief or
      the
      making of an order for its winding-up or liquidation or (B) is not dismissed,
      discharged, stayed or restrained in each case within thirty (30) days of the
      institution or presentation thereof; (5) has a resolution passed for its
      winding-up, official management or liquidation (other than pursuant to a
      consolidation, amalgamation or merger); (6) seeks or becomes subject to the
      appointment of an administrator, provisional liquidator, conservator, receiver,
      trustee, custodian or other similar official for it or for all or substantially
      all its assets; (7)  has a secured party take possession of all or
      substantially all its assets or has a distress, execution, attachment,
      sequestration or other legal process levied, enforced or sued on or against
      all
      or substantially all its assets and such secured party maintains possession,
      or
      any such process is not dismissed, discharged, stayed or restrained, in each
      case within thirty (30) days thereafter; (8)  causes or is subject to
      any event with respect to it which, under the applicable laws of any
      jurisdiction, has an analogous effect to any of the events specified in clauses
      (l) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating
      its consent to, approval of, or acquiescence in, any of the foregoing
      acts.

    


    As
      used
      in the foregoing, “Economic Loss” shall mean the amount of Client’s total losses
      and costs in connection with the termination of this Agreement, including any
      loss of bargain or cost of funding, calculated  as of the effective
      date of such termination. Economic Loss shall be determined by Client reasonably
      and in good faith and may (but need not) include the use of reference quotations
      from one or more leading dealers in the market in respect of the cost of
      entering into replacement transactions.

    


    12.    MARGIN  

    Client
      will at all times maintain such margins or collateral for said Account, as
      are
      reasonably required by Merrill Lynch and notified in advance to Client or as
      required by a relevant exchange, and will, not later than the Required Delivery
      Time (as defined below), discharge margin obligations of Client to Merrill
      Lynch. It is further agreed that if Merrill Lynch fails to receive sufficient
      funds to pay for any Futures Contracts and/or initial or variation margin by
      the
      Required Delivery Time, Client shall be deemed in breach of this Agreement
      and
      Merrill Lynch may take the actions set forth in the Liquidation provisions
      stated above. Merrill Lynch will cause any excess margin or collateral held
      by
      it to be returned to Client not later than the Required Delivery Time subject,
      in all cases, to a minimum transfer amount of $250,000 (or its equivalent in
      any
      other currency(ies)).

    


    As
      used
      in the foregoing, “Required Delivery Time” shall mean: (a) close of business on
      the same local business day if demand for delivery is received from the other
      party not later than 10:00 a.m. New York time, and (b) close of business on
      the
      next local business day if demand for delivery is received from the other party
      after 10:00 a.m. New York time.

    


    13.    CURRENCY
      FLUCTUATION RISK/PAYMENT OBLIGATIONS  

    All
      initial and subsequent deposits for margin purposes shall be made in U.S.
      Dollars unless otherwise agreed by Merrill Lynch and Client. By placing an
      order
      for a Futures Contract that settles in a currency other than U.S. dollars,
      Client agrees that Merrill Lynch may convert to the appropriate currency funds
      sufficient to meet the applicable margin requirement at the rate of exchange
      at
      which Merrill Lynch would be able, acting in a commercially reasonable manner
      and in good faith, to purchase the relevant amount of such currency. Client
      understands and agrees that if Client trades in such Futures Contracts, the
      margin for and accruals from such trading may be held in the applicable currency
      outside of the U.S., a money center country or the country of origin of such
      currency and that accounts held outside of the U.S. may not be afforded the
      bankruptcy protections of the U.S. bankruptcy code.

    


    Client
      shall bear all risk and cost in respect to the conversion of currencies incurred
      relative to transactions 

    
       

      
        
          
          

        

        
          
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

      

       

    

    effected
      on behalf of Client pursuant hereto. In no event shall Merrill Lynch be required
      to effect or be responsible for the conversion of funds in anticipation of
      changes in prevailing rates of exchange.

    


    With
      respect to all securities, Futures Contracts and other property purchased or
      sold for Client’s Account, Client agrees to pay Merrill Lynch promptly upon
      demand, upon expiration or liquidation of any such Futures Contract or other
      property purchased or sold for Client’s Account: (a) any tax imposed on such
      transactions by any competent authority; (b) the amount of any trading losses
      in
      Client’s Account and (c) any debit balance or deficiency remaining in Client’s
      Account.

    


    14.    DELIVERY
      INSTRUCTIONS FOR PHYSICAL SETTLEMENT/OPTIONS EXERCISE

    Client
      understands that, if Client maintains an account for speculation, liquidating
      instructions on open futures positions maturing in a current month must be
      given
      to Merrill Lynch at least three (3) business days prior to the first notice
      day
      or last trading day, whichever is earlier. If Client maintains an account for
      hedging, Client understands that liquidating instructions on open futures
      positions maturing in a current month must be given to Merrill Lynch at least
      one (1) business day prior to the first notice day in the case of long positions
      and, in the case of short positions, at least one (1) business day prior to
      the
      last trading day. Alternatively, sufficient funds to take delivery or necessary
      delivery documents to make delivery must be delivered to Merrill Lynch within
      the same period(s) described above, as applicable. Client understands and
      acknowledges that option positions may be subject to automatic exercise
      procedures. Merrill Lynch will exercise all in-the-money option positions that
      are subject to automatic exercise unless Client advises Merrill Lynch to the
      contrary. If Client fails to comply with any of the foregoing obligations,
      Merrill Lynch may, at its discretion and in any commercially reasonable manner,
      liquidate any open positions, make or receive delivery of any securities,
      commodities or instruments, or exercise or allow the expiration of any
      option.  Client shall remain fully liable for all costs, expenses and
      liabilities incurred by Merrill Lynch in connection with such transactions
      and
      for any remaining debit balance.

    


    In
      the
      event Merrill Lynch has requested from Client instructions, funds or documents
      and none are received by Merrill Lynch within the applicable time frame above
      and such failure continues for one (1) business day after Merrill Lynch provides
      notice of such failure to Client, Merrill Lynch without any further notice
      or
      requests, may either liquidate the Client’s positions, or make or receive
      delivery on Client’s behalf upon such terms and by such methods which Merrill
      Lynch deems to be feasible. In all cases, if any exchange or self-regulatory
      organization requests delivery intention instructions from Merrill Lynch, Client
      shall provide such instructions promptly without regard to the above time
      frames.

    


    In
      the
      case of Merrill Lynch’s inability to deliver any security, commodity or other
      property to the purchaser by reason of failure of Client to supply Merrill
      Lynch
      therewith, then and in such event, Client authorizes Merrill Lynch to borrow
      any
      security, commodity or other property necessary to make delivery thereof. Client
      agrees to be responsible for any premiums which Merrill Lynch may be required
      to
      pay thereon or any cost which Merrill Lynch may sustain by reason of Merrill
      Lynch’s inability to borrow the security, commodity or other property
      sold.

    


    Notwithstanding
      the foregoing, any time that Client fails to make or take delivery, Client
      agrees that it shall be responsible for any debit, loss, exchange or clearing
      corporation fine or other assessment or penalty levied against Merrill Lynch
      as
      a result of Client’s failed delivery.

    


    15.    VERIFICATION
      OF INFORMATION  

    Federal
      law requires all financial institutions to obtain, verify, and record
      information that identifies each client who opens an account and, therefore,
      in
      order to open an account, Merrill Lynch will request Client’s name, address and,
      for individuals, date of birth, as well as other information necessary to verify
      identity.  Further, Client understands that an investigation may be
      conducted at banks, financial institutions and credit agencies pertaining to
      Client’s identity, credit standing and its business. Client agrees to notify
      Merrill Lynch if the financial information provided to Merrill Lynch by Client
      changes in any material respect.

    
       

      
        
          
          

        

        
          
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

      

       

    

    If
      more
      than one person or entity owns an interest in the Account, all such persons
      and
      entities shall execute this Agreement and each shall be deemed to be
      Client.

    


    16.    CONFIRMATIONS
      AND STATEMENTS

    Reports
      of the execution of orders, purchase and sale notices, correction notices and
      statements of Client’s Account shall be conclusive (absent manifest error) if
      not objected to promptly by oral notification upon receipt of such notice or
      statement and in writing in no event later than one (1) business day after
      receipt of such notice or statement by Client. Communications will be sent
      to
      Client via mail, electronic transmission or facsimile at Client’s request, at
      the address of record on the Account application submitted by Client or at
      such
      other address as Client may hereafter give Merrill Lynch in writing. Client
      must
      notify Merrill Lynch if it is not receiving its statements in a timely
      manner.

    


    All
      oral
      objections should be directed to Merrill Lynch’s Futures Operations Division at
      312.442.5555. All subsequent written notices to Merrill Lynch shall be delivered
      to Merrill Lynch, Pierce, Fenner & Smith, Futures Compliance Department,
      World Financial Center, North Tower, 12th Floor,
      New York,
      NY, 10080, facsimile number 212.738.2788.

    


    17.    GOVERNING
      LAW, JURISDICTION, SUCCESSORS AND BINDING EFFECT

    This
      Agreement and its enforcement shall be governed by the laws of the State of
      New
      York without regard to conflicts of law principles. Client submits to the
      non-exclusive jurisdiction of the courts of the State of New York and of the
      Federal Courts in the Southern District of New York with respect to any claim
      arising out of or involving this Agreement. Client agrees that any claim, action
      or proceeding arising under or in any way relating to this Agreement must be
      brought, if at all, within one year of the date of the event(s) giving rise
      thereto. Client and Merrill Lynch hereby waive a trial by jury in any action
      arising out of or relating to this Agreement or any transaction in connection
      therewith.

    


    All
      provisions shall be continuous, and shall cover the Account which Client opens
      with Merrill Lynch, and shall inure to the benefit of Merrill Lynch’s parent
      firm or any successor organization, and shall be binding upon Client, its
      successors and assigns.

    


    In
      accordance with CFTC Regulation 1.65, Merrill Lynch may assign Client’s Account
      and this Agreement to another registered Futures Commission Merchant (“FCM”) by
      notifying Client of the date and name of the intended assignee FCM, which notice
      shall be provided to Client at least ten (10) business days prior to the date
      of
      the intended assignment. Unless Client objects to the assignment prior to the
      scheduled date for the assignment, the assignment will be binding on Client.
      Client may not assign this Agreement without Merrill Lynch’s prior consent,
      which shall not be unreasonably withheld.

    


    18.    HEDGE
      ACCOUNT DESIGNATION 

    If
      this
      Account is designated as a hedge Account in a relevant Merrill Lynch Futures
      Client Account Application, all orders which Client gives for the purchase
      or
      sale of futures or options contracts for Client’s Account will represent bona
      fide hedges in accordance with accepted definitions of hedge transactions as
      that term is defined in Regulation 1.3(z) under the Commodity Exchange Act,
      if
      applicable, and any amendments or interpretations thereto which may be made
      in
      the future by the Commodity Futures Trading Commission. Client acknowledges
      that
      it is required to complete the Hedge Agreement in the Client Account
      Application, Risk Disclosure and Statements Booklet and notify Merrill Lynch
      if
      any transactions in Futures Contracts should no longer be designated as hedged
      Futures Contracts.

    


    19.    INDEMNIFICATION

     Client
      agrees to indemnify and hold Merrill Lynch, its affiliates, employees, agents,
      successors and assigns, harmless from and against any and all liabilities,
      losses, damages, costs and expenses, including reasonable attorney’s fees,
      incurred by Merrill Lynch and arising out of Client’s breach or default of this
      Agreement, Client’s failure to fully and timely perform Client’s duties under
      this Agreement, any actions of any third party selected by Client which affect
      the Account, or should any of Client’s representations and warranties fail to be
      true and correct in any material respect. Client also agrees to pay promptly
      to
      Merrill 

    
       

      
        
          
          

        

        
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

      

    

     

    Lynch
      all
      reasonable attorney’s fees, incurred by Merrill Lynch in the enforcement of any
      of the provisions of this Agreement or in any action, claim or demand filed
      by
      Client arising out of this Agreement and any other Agreements between Merrill
      Lynch and Client where Merrill Lynch is found not to be liable or responsible.
      Merrill Lynch shall be liable to Client for any breach of this Agreement by
      Merrill Lynch and the conduct of its employees and agents which constitutes
      negligence or willful misconduct.

    


    If
      Client
      is a trust, then specifically, without limiting the generality of the prior
      paragraph, Client agrees to hold harmless and indemnify Merrill Lynch, its
      affiliates, agents, employees, successors and assigns, from and against any
      and
      all claims, losses, damages, costs, and expenses, including reasonable
      attorneys’ fees, incurred by Merrill Lynch arising out of any claim by the trust
      against Merrill Lynch as a result of Merrill Lynch’s compliance with Trustee’s
      instructions.

    


    20.    RECORDING 

    Each
      party understands that the other party, in its discretion, may record on tape
      or
      otherwise, any telephone conversation between the operations, trading and other
      non-legal personnel of the parties, although neither party assumes
      responsibility to do such or to retain such recordings.  Each party
      hereby agrees and consents to such recording and, subject to applicable rules
      of
      evidence and discovery, waives any right it may have to object to the
      admissibility into evidence of such recording in any legal proceeding between
      them or in any other proceeding in which the other party is involved or in
      which
      its records are subpoenaed.

    


    21.    ELIGIBLE
      CONTRACT PARTICIPANT 

    Client
      agrees that it qualifies as an eligible contract participant (“ECP”) as that
      term is defined in Section 1(a)(12) of the Commodity Exchange Act as Client
      is
      one of the following types of entities: (a) bank; (b) insurance company; (c)
      corporation, partnership, trust or limited liability company with total assets
      in excess of 10 million dollars or net worth of 1 million dollars; (d)
      government entity which owns and invests assets in excess of 25 million dollars;
      (e) broker/dealer; (f) futures commission merchant; (g) a regulated commodity
      pool, hedge fund, mutual fund or other collective investment vehicle with
      greater than 5 million dollars in assets, (h) employee benefit plan with assets
      greater than 5 million dollars of (i) a natural person with total assets
      exceeding 10 million dollars.  NOTE:  ECP clients are
      permitted to engage in certain activities pursuant to the Commodity Exchange
      Act. If Client is not one of the above entities, please strike this paragraph
      in
      its entirety.

    


    22.   RECEIPT
      OF
      CLIENT ACKNOWLEDGMENTS 

    By
      checking the boxes below, Client hereby expressly acknowledges and agrees that
      Client has received, read and understood and has retained a copy of the “Risk
      Disclosure Statement for Futures and Options” which includes the disclosures
      required by CFTC Rules 1.55, 30.6, 33.7 and 190.10(c), the specific disclosure
      statements below and other disclosure and risk statements applicable to Client’s
      Account as set forth in this Agreement and the “Client Account Application,
      Disclosure Statements and Notices”. Please check all
      boxes. 

    


    r  Risk
      Disclosure Statement for Futures and
      Options

    r          Authorization
      to Transfer Client Funds

    r          Singapore
      Risk Disclosure Statement

    


    Client
      hereby acknowledges that Client has read and understands all the disclosures
      provided and agrees to be bound by all of the terms contained in this Agreement.
      Client agrees to immediately notify Merrill Lynch of any material changes to
      the
      information contained herein. Merrill Lynch and Client agree that this Agreement
      may be executed in counterparts.

    


    PLEASE
      NOTE:  If this Agreement is executed on behalf of a corporation, a
      copy of a corporate resolution authorizing the signature(s) below must be
      attached. If this Agreement is executed on behalf of a partnership, then the
      signature(s) below is/are that of all of the General Partners and the
      partnership agreement must be attached. If this Agreement is executed on behalf
      of a Trust, 

     

    
      
        
          
          

        

        
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          _________________________________MERRILL
            LYNCH_________________________________

           

        

         

        the
          Trustee signature block below must be signed and a copy of the trust agreement
          provided. If this Agreement is executed on behalf of a limited liability
          company
          or a non-US limited company, a copy of the operating agreement or a copy
          of a
          resolution authorizing the signature(s) below must be
          attached.  Persons signing this Agreement must provide proof of
          identity. Additional documentation may be requested in accordance with
          applicable anti-money laundering policies.

         

        Please
          indicate your understanding and agreement of these terms by signing
          below.

      

    

    


    _____________________________________________________________________________________

    Account
      Name

     

     

    
      	
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              By:

            	
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                Signature

            	
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