efc7-2578_ex101.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
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      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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      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 materially lesser
        credit


       

      
        
           

        

        
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      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 

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      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.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      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 

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      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, 

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      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

      


      


      By:_________________________________________________________ 
        ___________________

      Authorized
        Signature                            Date

      


      ___________________________________________________  _________________________

      Print
        Name                                 
Title

      


      


      


      By:_________________________________________________________ ___________________

      Authorized
        Signature                            Date

      


      ___________________________________________________  _________________________

      Print
        Name                                 
Title

      


       

       

       

       

       

      13