IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

EX-10.4 8 dex104.htm FORM OF FUTURES COMMISSION MERCHANT AGREEMENT Form of Futures Commission Merchant Agreement

Exhibit 10.4

 

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

Futures Account Documents

Booklet I – Signatures

We are pleased that you have decided to open an account with Goldman, Sachs & Co. Please read and complete the attached forms (where applicable), furnishing all of the information requested.

You will receive with this Booklet I a separate Booklet II, containing various risk disclosure statements that you must review before you may begin trading. The Futures and Options Account Agreement and any other documents applicable to your account, must be executed and returned to us before you may begin trading.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

IN ACCORDANCE WITH GOVERNMENT REGULATIONS, FINANCIAL INSTITUTIONS ARE REQUIRED TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON OR ENTITY THAT OPENS AN ACCOUNT.

WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS, IDENTIFICATION NUMBER AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY THE CUSTOMER. WE MAY ALSO ASK TO SEE GOVERNMENT-ISSUED IDENTIFYING DOCUMENTS.

NOTE: In addition to completing this packet, please provide the following:

 

1.

Documentation showing/establishing the existence of entity, e.g., articles of incorporation, government-issued business license, partnership agreement, trust agreement, offering memorandum, prospectus, statutes, etc.;

 

2.

Documentation establishing authority to engage in futures transactions, e.g., internal investment policy, prospectus, trust agreement, Board certified minutes/resolutions, etc.;

 

3.

Signature authority of individual signing the enclosed documents;

 

4.

Government issued identification number;

 

5.

Internal Revenue Service tax form, W-8 or W-9, as applicable;

 

6.

Current financial information, e.g., financial statements, assets under management, etc.; and

 

7.

Investment management agreement, with investment guidelines; if applicable.

If you have any questions concerning these documents, please call Legal - Futures Services at ###-###-#### for assistance. Thank you for promptly completing and returning these forms.

 

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NEW ACCOUNT INFORMATION FORM FOR PERSONS AND ENTITIES

To be completed by ALL Customers: (please select the entity type for which you are opening an account and complete the sections indicated)

 

ü		Account Type		*Principals/ Beneficial Owner(s)		Sections to be Completed
¨		**Bank (other than Central Banks)		Senior Officers (CEO/President, CFO/Treasurer) and owners of 5% or more of entity		A and B
¨		Bank (Central or Monetary Authority)		Head of Central Bank/Monetary Authority		A
¨		Broker/Dealers, Futures Commission Merchants, Investment Advisors		Senior Corporate Officers (CEO/President, CFO/Treasurer), General Partners and owners of 5% or more of entity		A and B
¨		Charitable, Religious or Non-Profit Organization (regardless of legal structure)		Chairman of the Board and Senior Officers (CEO/President, CFO/Treasurer)		A
¨		Foundation, Endowment (regardless of legal structure)		Senior Officers (CEO/President, CFO/Treasurer), all Trustees, Grantor/Settlor		A
¨		Government Agency, Sovereign Agency, Municipality, Public Authority		Head of Agency		A
¨		Hedge Funds (regardless of legal structure)		Hedge Fund Manager, Officers/Directors and General Partner		A
¨		Individual		Self		N/A
¨		*Individual Account for Minors		Custodian/Trustee		B
¨		Mutual Fund		Officers and Trading Advisor		A
¨		Partnership		General Partner, Managing General Partner		A
¨		Pension Plan (ERISA)				N/A
¨		Pension Plan (non-ERISA)		Trustee, Plan/Corporate Sponsor		A
¨		Private Corporation (other than private investment vehicle/personal holding company)		Chairman of the Board, Senior Officers (CEO/President, CFO/Treasurer), General Partners and owners of 5% of more of entity		A and B
¨		*Private Investment Vehicles/Personal Holding Companies (regardless of legal structure)		All beneficial owners		B
¨		Public Corporation: Ticker Sym: ____________		Chairman of the Board, Senior Officers (CEO/President, CFO/Treasurer), General Partners		A
¨		Supra-National Organization/Financial Institution		Primary Contact		A
¨		*Trusts (individual/family)		Grantor/Settlor and all beneficial owners		B
¨		University, Hospital, HMOs (regardless of legal structure)		Chairman of the Board, Senior Officers (CEO/President, CFO/Treasurer), General Partners and owners of 5% of more of entity		A and B
¨		***OTHER:
		___________________________

Senior Political Figure:

Is any beneficial owner or principal of this entity or their immediate family member a senior political figure, defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a government (whether elected or not), a senior official of a political party, a senior executive of a government-owned enterprise, corporation, business or entity formed by or for the benefit of such individual?

¨   Yes     ¨   No                 If Yes, explanation:  __________________________________________________________

 

*

Principal information is not required if the Customer is domiciled in a FATF-member country (http://www.fatf-gafi.org/Members_en.htm); however, we may ask for additional information/documentation on a case by case basis; Principal information is required regardless of domicile for the following client types: Individual account for Minors, Private Investment Vehicles/Personal Holding Companies and Trusts.

 

**	Non-U.S. banks must complete a “foreign bank certification”; if applicable please contact your Goldman Sachs sales/marketing contact.

 

***	Please contact your Goldman Sachs sales/marketing contact prior to completing.

 

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NEW ACCOUNT INFORMATION FORM FOR PERSONS AND ENTITIES

To be completed by ALL Customers:

General Information:

 

Name of Person or Entity:
Nature of Business (if Entity); Source of Wealth and Line of Business (if Individual):				SSN, Tax Identification Number or Government Issued ID Number:				Date of Birth (for Individuals) :

Phone Number:				Contact Person’s Name:

Legal Address: (No P.O. boxes; If client is an entity, then business address; if client is an individual, then residence)

Address Line 1:                                                                                                                                                                                                                                       

Address Line 2:                                                                                                                                                                                                                                       

 

City:

State/Province:

Postal Code:

Country:

Mailing Address: Where you wish to receive confirms and statements, if different from Legal Address. PLEASE NOTE: The CFTC requires the Customer to receive confirms/statements; please choose a delivery option.

Address Line 1:                                                                                                                                                                                                                                       

Address Line 2:                                                                                                                                                                                                                                       

 

City:

State/Province:

Postal Code:

Country:

 

Fax No.:

Attn:

Fax No.:

Attn:

Delivery method:

¨  Mail                            ¨  Fax                            ¨  Combination of: ___________________________________________

Duplicate Confirms/Statements:

1.

Address Line 1:                                                                                                                                                                                                                                       

Address Line 2:                                                                                                                                                                                                                                       

 

City:

State/Province:

Postal Code:

Country:

 

Fax No.:

Attn:

Fax No.:

Attn:

2.

Address Line 1:                                                                                                                                                                                                                                       

Address Line 2:                                                                                                                                                                                                                                       

 

City:

State/Province:

Postal Code:

Country:

 

Fax No.:

Attn:

Fax No.:

Attn:

Delivery method:

¨  Mail                            ¨  Fax                            ¨  Combination of: ___________________________________________

 

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NEW ACCOUNT INFORMATION FORM FOR PERSONS AND ENTITIES

SECTION A: To be completed by Principals

Principal(s), e.g., Chairman of the Board, Senior Officers (CEO/President, CFO/Treasurer), General Partners, etc.:

 

1.
		First Name				Last Name				Middle Initial
		Country of Domicile				Job Title
2.
		First Name				Last Name				Middle Initial
		Country of Domicile				Job Title
3.
		First Name				Last Name				Middle Initial
		Country of Domicile				Job Title
4.
		First Name				Last Name				Middle Initial
		Country of Domicile				Job Title
5.
		First Name				Last Name				Middle Initial
		Country of Domicile				Job Title

 

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NEW ACCOUNT INFORMATION FORM FOR PERSONS AND ENTITIES

SECTION B: To be completed by beneficial owners

Beneficial Owner(s), e.g., beneficiaries, grantor/settlor, trustee/custodian for minor, owners of 5% of more of entity, etc.:

 

1.
		First Name				Last Name				Middle Initial
		Tax Identification Number				Passport No./Driver’s License No.				Date of Birth
		Home Address: Street 1				Street 2
		Address: City				State/Province				Postal Code
2.
		First Name				Last Name				Middle Initial
		Tax Identification Number				Passport No./Driver’s License No.				Date of Birth
		Home Address: Street 1				Street 2
		Address: City				State/Province				Postal Code
3.
		First Name				Last Name				Middle Initial
		Tax Identification Number				Passport No./Driver’s License No.				Date of Birth
		Home Address: Street 1				Street 2
		Address: City				State/Province				Postal Code
4.
		First Name				Last Name				Middle Initial
		Tax Identification Number				Passport No./Driver’s License No.				Date of Birth
		Home Address: Street 1				Street 2
		Address: City				State/Province				Postal Code
5.
		First Name				Last Name				Middle Initial
		Tax Identification Number				Passport No./Driver’s License No.				Date of Birth
		Home Address: Street 1				Street 2
		Address: City				State/Province				Postal Code

If you need additional space, please provide information on stationery.

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

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.

 

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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.

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 commission, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss.

 

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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, 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.

*****

Disclosure Pursuant to

Commodity Futures Trading Commission

Rule 1.46(e)(1)

If you maintain separate accounts in which, pursuant to Commodity Futures Trading Commission Rule 1.46(d)(6), offsetting positions are not closed out, we hereby advise you that, if held open, offsetting long and short positions in the separate accounts may result in the charging of additional fees and commissions and the payment of additional margin, although offsetting positions will result in no additional market gain or loss.

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

FUTURES AND OPTIONS ACCOUNT AGREEMENT

GOLDMAN, SACHS & CO.

85 BROAD STREET

NEW YORK, NEW YORK 10004

ATTENTION: FUTURES SERVICES DEPARTMENT

The undersigned customer (“Customer”) agrees that all transactions that Goldman, Sachs & Co. or any of its affiliates (collectively, “Goldman”, unless otherwise specified) may execute, clear and/or carry on Customer’s behalf for the purchase or sale of futures contracts (“Futures Contracts”) or options on Futures Contracts (“Option Contracts”), and any customer accounts carried by Goldman in connection therewith (each, an “Account”), shall be subject to the terms and conditions set forth in this agreement (the “Agreement”). Futures Contracts and Option Contracts are referred to collectively in this Agreement as “Contracts”.

 

 

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Acknowledgements. Customer hereby expressly acknowledges and agrees that Customer 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), together with a disclosure pursuant to CFTC Rule 1.46(e)(1) (and the related bankruptcy election included in the attached hedging designation). (CUSTOMER MUST CHECK THE INDICATED SPACE OR MAKE ANOTHER INDICATION.)   ¨

Date:                                              

 

Name of Customer:

By/Signature:
		Name:                                                          Title:

By/Signature:
		Name:                                                          Title:

 

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APPENDIX I

(To be Completed by Employee Benefit Plan Customers)

If Customer is an employee benefit plan, Customer agrees that the following terms shall be applicable to and shall constitute a part of the Futures and Options Account Agreement to which this Appendix I is attached (the “Agreement”), and all capitalized terms used but not defined in this Appendix I shall have the respective meanings assigned to such terms in the Agreement:

 

 

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Date:                                 

 

Name of Customer:

By/Signature:
		Name: Title:

Name of Named Fiduciary (if applicable):

By/Signature:
		Name: Title:

PLEASE SUPPLY COPIES OF ANY AND ALL DOCUMENTS REFLECTING CUSTOMER’S AUTHORITY TO TRADE FUTURES CONTRACTS AND OPTION CONTRACTS, INCLUDING, AS APPLICABLE, COPIES OF CUSTOMER’S (I) TRUST AGREEMENT OR SIMILAR INSTRUMENT OR (II) GOVERNING DOCUMENTS AND/OR GOVERNING LAW.

 

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APPENDIX II

(To be Completed by Advisors to Employee Benefit Plan Customers)

If Customer is an employee benefit plan and has appointed an Advisor in relation to the Accounts, Advisor makes the representations and warranties set forth below, which are applicable to, and for all purposes shall constitute a part of, the Futures and Options Account Agreement to which this Appendix II is attached (the “Agreement”), and all capitalized terms used but not defined in this Appendix II shall have the respective meanings assigned to such terms in the Agreement:

 

 

Date:                                 

 

Name of Customer:
(Customer must be identified, but need not sign this Appendix)
Name of Advisor:

By/Signature:
		Name: Title:

Address:						Telephone:
						Telecopier:

 

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APPENDIX III

(To be completed by Advisors to non-Employee Benefit Plan Customers)

If Customer has appointed an Advisor in relation to the Accounts, Advisor makes the representations and warranties set forth below, which are applicable to, and for all purposes shall constitute a part of, the Futures and Options Account Agreement to which this Appendix III is attached (the “Agreement”), and all capitalized terms used but not defined in this Appendix III shall have the respective meanings assigned to such terms in the Agreement:

 

 

Date:                                 

 

Name of Customer:
(Customer must be identified, but need not sign this Appendix)
Name of Advisor:

By/Signature:
		Name: Title:

Address:						Telephone:
						Telecopier:

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

FULL TRADING AUTHORIZATION

ATTENTION: FUTURES SERVICES DEPARTMENT

This full trading authorization relates to the Futures and Options Account Agreement (the “Customer Agreement”) entered into between Goldman, Sachs & Co. (“Goldman”) and the customer identified below (“Customer”).

Customer hereby authorizes the advisor identified below (“Advisor”) as its agent and attorney in fact to purchase and sell futures contracts and/or options on futures contracts traded on exchanges (collectively, “Contracts”), to transfer or arrange for the transfer of money, securities or other property to or from any and all accounts carried by you on behalf of Customer (the “Accounts”) and to make or receive delivery of the commodities underlying the Contracts traded by Advisor on Customer’s behalf, all in accordance with your terms and conditions as set forth in the Customer Agreement, for Customer’s account and risk and in Customer’s name. You are authorized and instructed to follow the instructions of the Advisor in every respect concerning the Accounts, as set forth in the Customer Agreement and to act or refrain from acting in accordance with such instructions to the same extent and with the same force and effect as if such instructions were given by Customer directly.

Customer hereby ratifies and confirms any and all transactions with you heretofore or hereafter made by Advisor for the Accounts.

Customer acknowledges that: (i) Customer has given Advisor the authority to exercise any of Customer’s rights over its Accounts at Customer’s risk, and Goldman is authorized to act, or omit to act, upon any communication or instruction of Advisor as though given by Customer; (ii) any communication or notice given to Advisor by Goldman or received from Advisor by Goldman shall be deemed to have been given to, or received from, Customer, as the case may be, and any instruction or action of Advisor shall be deemed to constitute the instruction or action of Customer; and (iii) it has received and read a copy of Advisor’s current disclosure document or a written statement from Advisor that Advisor is exempt from the requirement to provide such a disclosure document.

This authorization (a) shall be continuing and shall remain in full force and effect until your receipt of written notice of Customer’s revocation thereof (provided, however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by the Advisor but not yet executed); (b) shall inure to the benefit of you and your successors; (c) shall be binding upon Customer, its successors and legal representatives; and (d) is in addition to (and in no way limits or restricts) any rights which you may have under the Customer Agreement or any other agreement or agreements between Customer and you.

 

Advisor Name:						Customer Name:
By:						By:
Title:						Title:
Date:						Date:

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

ADDENDUM TO FUTURES AND OPTIONS ACCOUNT AGREEMENT

(Electronic Trading — NYMEX ACCESS, GLOBEX and Project A)

ATTENTION: FUTURES SERVICES DEPARTMENT

This addendum modifies and amends the Futures and Options Account Agreement (the “Customer Agreement”) entered into between Goldman, Sachs & Co. (“Goldman”) and the customer identified below (“Customer”).

1. Customer may from time to time submit orders to Goldman for execution through the GLOBEX System (as defined under the rules of the Chicago Mercantile Exchange (“CME”)), and/or the NYMEX ACCESS System, operated by the New York Mercantile Exchange (“NYMEX”), and/or the Project A System (as defined under the rules of the Chicago Board of Trade (“CBOT”) (the GLOBEX, NYMEX ACCESS and Project A Systems are referred to collectively herein as the “Systems”). Any and all orders submitted by Customer to Goldman for execution through the Systems will be subject to and governed by the terms and conditions of the Customer Agreement to the same extent and with the same force and effect as other transactions entered into by Customer under the Customer Agreement.

2. Customer acknowledges that it has received, read, and understands the GLOBEX Customer Information and Risk Disclosure Statement, the NYMEX ACCESS Customer Information and Risk Disclosure Statement and the Project A Customer Information Statement (the “Statements”) prepared by the CME, NYMEX and CBOT, respectively, and further acknowledges and agrees that any transactions entered into by the Customer through the Systems will be subject to the requirements and restrictions set forth in the Statements and in the Rules of the CME and NYMEX, respectively. Without limitation of the foregoing, all transactions executed for Customer’s Accounts through the NYMEX ACCESS System shall be subject to the limitation of liability included in NYMEX Rule 6.26.

3. In consideration of Goldman making GLOBEX services available, in whole or in part, directly or indirectly, to Customer, Customer agrees that neither Goldman, the CME (including its subsidiaries and affiliates), any other exchange whose products may be traded on the GLOBEX System, P-M-T Limited Partnership, GLBX Corporation, nor any other entities controlling, controlled by or under common control with such entities, nor their respective directors, officers or employees, shall be liable for any losses, damages, costs or expenses (including, but not limited to, loss of profits, loss of use, incidental or consequential damages), regardless of the cause, arising from any fault, delay, omission, inaccuracy or termination of GLOBEX services, or the inability to enter or cancel orders, or any other cause in connection with the furnishing, performance, maintenance or use of or inability to use all or any part of the GLOBEX System or CME facility or service. The foregoing shall apply regardless of whether a claim arises in contract, tort, negligence, strict liability or otherwise.

4. As modified and amended by the Addendum, the Customer Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the provisions of this Addendum and the provisions of the Customer Agreement, the provisions of this Addendum shall govern and control.

 

Date:						Customer Name:
						By:
						Title:

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

HEDGING ACCOUNT DESIGNATION

ATTENTION: FUTURES SERVICES DEPARTMENT

This hedging account designation relates to the Futures and Options Account Agreement (the “Customer Agreement”) entered into between Goldman, Sachs & Co. (“Goldman”) and the customer identified below (“Customer”).

Each order by Customer to buy or sell any Futures Contracts or Option Contracts in the Account(s) or sub-accounts(s), unless otherwise designated in writing to Goldman, will be a hedging, arbitrage, spreading or risk management transaction not subject to speculative position limit rules and speculative margin requirements under applicable exchange rules.

If Customer gives Goldman an order to buy or sell a Futures Contract or Option Contract that does not constitute a transaction described above, Customer shall so advise Goldman in advance.

CFTC regulations require Goldman to provide each hedge customer the opportunity to issue instructions to liquidate or transfer to another futures commission merchant all hedging positions in the unlikely event that Goldman becomes bankrupt. Please check the appropriate box to indicate if Customer prefers liquidation ¨ or transfer ¨ of all Customer’s hedging positions in the event of Goldman’s bankruptcy. Customer acknowledges that no assurance can be given that any hedging positions will be transferred even if Customer has given such instruction. If neither box is checked, Customer will be deemed to have chosen to have all Customer’s hedging positions liquidated.

 

Date:						Customer Name:
						By:
						Title:

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

AUTHORIZATION TO TRANSFER FUNDS

ATTENTION: FUTURES SERVICES DEPARTMENT

This authorization to transfer funds relates to the Futures and Options Account Agreement (the “Customer Agreement”) entered into between Goldman, Sachs & Co. (“Goldman”) and the customer identified below (“Customer”).

Customer should sign below if Customer (i) maintains one or more other accounts (such as a securities, cash or margin account) at Goldman and (ii) wants to permit Goldman to transfer funds to any of those other accounts without obtaining specific instructions in each case.

Without limiting or modifying the general provisions of the Customer Agreement, Customer hereby specifically authorizes Goldman, until further notice in writing, to transfer from Customer’s regulated commodity account (whether a segregated account or a secured account) to any other account Customer may maintain with Goldman or its affiliates such amount of excess funds as in Goldman’s judgment may be necessary at any time to avoid a margin call or to reduce the debit balance in said other account, or to satisfy any other obligations of Customer to Goldman or its affiliates. Goldman will notify customer of any transfer of funds made pursuant to this authorization within a reasonable time after each transfer.

 

Date:						Customer Name:
						By:
						Title:

AUTHORIZATION TO TAKE OTHER SIDE OF TRANSACTIONS

Customer authorizes Goldman, Sachs & Co. and each of its partners, directors, officers, employees, agents, and any floor broker acting on Customer’s behalf in any transaction, without prior notice to Customer, to take the other side of Customer’s transaction through any account of such person subject to its being executed at prevailing prices in accordance with the Commodity Exchange Act and the rules and regulations promulgated thereunder, and applicable Exchange rules.

 

Date:						Customer Name:
						By:
						Title:

 

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CERTIFIED RESOLUTIONS

AUTHORIZING THE EXECUTION AND DELIVERY

OF A FUTURES AND OPTIONS ACCOUNT AGREEMENT

The undersigned being [the] [an] [Assistant] Secretary* of                     , a corporation duly organized and existing under the laws of                     (the “Corporation”), does hereby certify to Goldman, Sachs & Co. as follows:

 

1.	That at a meeting of the Board of Directors of the Corporation duly held on the      day of             , 19    , at which a quorum was present and acting throughout, the following resolutions were duly adopted and are still in full force and effect:

RESOLVED, that it is in the best interests of this Corporation to enter to a Futures and Options Account Agreement (the “Customer Agreement”) with Goldman, Sachs & Co. (“Goldman”) with respect to the purchase and sale of futures contracts and options on futures contract (collectively “Contracts”) in the form presented at this meeting;

FURTHER RESOLVED, that each of the officers of the Corporation listed below be and each hereby is authorized and empowered to execute and deliver on behalf of this Corporation the Customer Agreement, together with any and all other agreements or documents which are required by Goldman in connection therewith:

Name:                        Title:

_________________________________________________________________________________________________;

_________________________________________________________________________________________________;

_________________________________________________________________________________________________;

FURTHER RESOLVED, that said officers be and each hereby is authorized and empowered to authorize persons to act on behalf of this Corporation in connection with the purchase and sale of Contracts and otherwise to act on behalf of this Corporation pursuant to the Customer Agreement and to execute any agreements, acknowledgements, documents and instruments as may be necessary or appropriate to implement these resolutions;

FURTHER RESOLVED, that the Secretary or an Assistant Secretary of this Corporation be and each hereby is authorized, empowered and directed to certify to Goldman a true copy of these resolutions, a certificate (which, if required by Goldman, shall be accompanied by an opinion of counsel for this Corporation) that this Corporation is duly organized and existing, that it is empowered to enter into transactions of the types contemplated by the Customer Agreement, and that these resolutions are not in conflict with this Corporation’s certificate of incorporation or by-laws or of any statute, rule, regulation, judgment, order, decree, agreement or undertaking to which this Corporation is subject or by which it is bound.

 

2.	That the signature or signatures of any of the officers listed above on the Customer Agreement are their genuine signatures.

 

3.	That the undersigned has been duly authorized to make and deliver this certificate on behalf of the Corporation.

IN WITNESS WHEREOF, I have executed this certificate this      day of             , 19    .

 

		Name:
[Seal]		Title:

 

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*	Please note that the person who certifies these resolutions may not be one of the individuals identified as persons authorized to sign the Customer Agreement or to give instructions under the Customer Agreement.

 

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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Goldman         Sachs

SUBORDINATION AGREEMENT

(To be executed only by Customers Providing Currencies other than U.S. Dollars for

Trading on United States Exchanges)

ATTENTION: FUTURES SERVICES DEPARTMENT

This Subordination Agreement relates to the Futures and Options Account Agreement entered into between Goldman, Sachs & Co. (“Goldman”) and the customer identified below (“Customer”).

Funds of customers trading on United States contract markets may be held in accounts denominated in a foreign currency with depositories located outside the United States or its territories if the customer is domiciled in a foreign country or if the funds are held in connection with contracts priced and settled in a foreign currency. Such accounts are subject to the risk that events could occur which would hinder or prevent the availability of these funds for distribution to customers. Such accounts also may be subject to foreign currency exchange rate risks.

By signing the acknowledgement below, Customer authorizes the deposit of funds into such foreign depositories. For customers domiciled in the United States, this authorization permits the holding of funds in regulated accounts offshore only if such funds are used to margin, guarantee, or secure positions in such contracts or accrue as a result of such positions.

In order to avoid the possible dilution of other customer funds, a customer who has funds held outside the United States must further agree that his claims based on such funds will be subordinated as described below in the unlikely event both of the following conditions are met: (1) the customer’s futures commission merchant is placed in receivership or bankruptcy, and (2) there are insufficient funds available for distribution denominated in the foreign currency as to which the customer has a claim to satisfy all claims against those funds.

By signing the acknowledgement below, Customer agrees that if both of the conditions listed above occur, Customer’s claim against the futures commission merchant’s assets attributable to funds held overseas in a particular foreign currency may be satisfied out of segregated Customer funds held in accounts denominated in dollars or other foreign currencies only after each customer whose funds are held in dollars or in such other foreign currencies receives its pro rata portion of such funds. It is further agreed that in no event may a customer whose funds are held overseas receive more than its pro rata share of the aggregate pool consisting of funds held in dollars, funds held in the particular foreign currency, and non-segregated assets of the futures commission merchant.

 

						ACKNOWLEDGED AND AGREED:
Date:						Customer Name:
						By:
						Title:

 

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