Citigroup Global Markets Inc.



                    Managed Futures Supplement to
               Institutional Futures Account Agreement


	This Managed Futures Supplement ("Supplement") includes
additional terms and conditions that supplement the Institutional
Futures Account Agreement ("Agreement") between Citigroup Global
Markets Inc. ("CGM") and the customer identified below ("Customer").
Unless otherwise specified in this Supplement, all capitalized terms
used herein shall have the meaning defined in the Agreement.

1.  Customer authorizes the Account Manager holding discretion over
Customer's Account to enter into all arrangements that are necessary or
appropriate in the sole judgment of the Account Manager to carry out
Customer's or Account Manager's obligations under the Agreement or
under the trading authorization granted by Customer to Account Manager.
This shall include, without limitation, the selection of executing
brokers to execute transactions for Customer's Account, negotiation of
agreements with or including such executing brokers (including without
limitation Uniform International Brokerage Execution ("Give-Up")
Agreements), and negotiating and agreeing to additional charges or fees
in amounts up to but not in excess of $2.00 per side.  Such additional
charges or fees may take the form of excess floor brokerage,
administrative or intermediary FCM transfer fees.

2.  Customer authorizes CGM to remit periodically from Customer's
Account such sums representing the bills of the Account Manager or any
executing broker or floor broker (including any fees attendant to the
execution of Contracts by such brokers) the Account Manager has
selected upon presentation of said bill to CGM.  Customer understands
and agrees that:  (a) CGM shall have no obligation to determine the
accuracy of any such bills presented, and Customer agrees to indemnify
and hold harmless CGM from any claims in the event that such bills are
not correct; (b) Customer, Account Manager, and any executing broker
are solely responsible for computing fees for the Account Manager's
services and the services of the executing broker and that CGM may rely
upon such computation submitted to it by Account Manager or any
executing broker; (c) any disbursement pursuant to Customer's
authorization in this section 2 will be reflected on Customer's montly
statement of account furnished by CGM.  The authorizations and
agreements of this section 2 shall remain in force and effect until
terminated by Customer in writing to CGM, and shall not be affected by
Customer's disability or incompetence.  CGM reserves the right in its
sole discretion to cancel this authorization at any time with or
without notice.  Customer's indemnities given in this section 2 shall
survive termination of the Agreement and this Supplement.

3.   Customer ratifies and confirms all transactions entered into by
Account Manager with or through CGM for Customer's Account.

4.  This Supplement and the Agreement shall be construed and applied in
a manner that gives maximum effect to the terms and conditions of both.
In the event of any inconsistency, the terms of this Supplement shall
apply and shall be deemed to be an amendment to the Agreement.

AGREED TO:

Customer Name:  ___________________________
Signature:  ________________________________
Print Name:  _______________________________
Title:  ____________________________________
Date:  ____________________________________


****************************************************************************
5967 (4/2003) Page 1 of 19

                             Institutional Futures
                          Account Agreement and Forms
                         Citigroup Global Markets Inc.


5967 (4/2003) Page 2 of 19

Introduction

This booklet contains the documents required for institutional customers to
open a futures account
at Citigroup Global Markets Inc. Some documents are required only from
certain types of customers or
from customers who plan to engage in certain types of transactions. The
following schedule describes which
documents you should execute and return to us. If you have any questions,
please contact your Citigroup
Global Markets Inc. Financial Consultant. Before you sign the acknowledgments
and authorizations
below, please read the Disclosure Documents in the accompanying booklet,
"Futures Account
Disclosure Documents."
Documents to be Signed
Part I - Futures Account Agreement All Customers must sign.
Appendix A - Authorized Persons All Customers must complete.
Appendix B - Wire Instructions Complete to provide standing instructions for
wire
transfers.
Part II - Customer Authorizations
Hedge Letter Customers who qualify and wish to receive hedge
treatment must complete and sign.
Authorization to be on Opposite Side of
Customer Trades
Sign in order to permit Citigroup Global Markets Inc.
to take the opposite side of your trades when rules
allow.
Part III - Authorization for Account Manager Customers that give trading
authority over their account
to an unaffiliated person must sign or provide
alternative document.
Part IV - Form Resolution Authorizing Trading Customers must complete or
submit authorizing
resolutions adopted by their Board of Directors or other
governing body.
Who Must Sign?
The beneficial owner of this account must sign the documents in this booklet.
If a third-party
account manager will have discretionary trading authority over the account,
both the beneficial owner and
the account manager must sign where indicated, unless the account manager can
provide documentation
acceptable to Citigroup Global Markets Inc. of his or her authority to sign
for the beneficial owner.
Please Check Type of Account:
Corporation Unincorporated Association
General Partnership Trust (including pension funds)
Limited Partnership Registered Investment Co.
Government Entity Other (please specify)
Current Financial Statements
All customers must submit their current financial statements to Citigroup
Global Markets Inc.
before their account can be approved.
5967 (4/2003) Page 3 of 19
Part I
Futures Account Agreement
This Futures Account Agreement ("Agreement") between Citigroup Global Markets
Inc.
("CGM"), the customer named below ("Customer") and, if applicable, the
account manager of Customer's
account named below ("Account Manager"), shall govern Customer's Futures
account (the "Account") with
CGM relating to the purchase and sale of futures contracts ("Futures
Contracts"), options on futures
contracts and commodities ("Options Contracts"), and, if applicable, over the
counter purchases and sales of
coins, bullion, and metals, energy, and foreign currencies (all collectively,
including Futures Contracts and
Options Contracts, "Contracts").
1. Customer Representations. Customer represents that: (a) it may lawfully
and is duly
authorized and empowered to enter into this Agreement and to effect purchases
and sales of Contracts; (b)
its trading in Contracts hereunder violates no statute, rule, regulation,
decree, or internal policy to which
Customer is subject or bound or any of Customer's charter documents; (c) this
Agreement is binding on
Customer and enforceable against Customer in accordance with its terms; (d)
all necessary approvals and
consents have been obtained; (e) Customer is in compliance with any
applicable registration requirements
of the Commodity Exchange Act, as amended ("CEA") and rules of the National
Futures Association
("NFA"); and (f) except as disclosed in writing by Customer or provided for
in this Agreement, no one has
an ownership interest in or control over the Account other than Customer. The
representations in this
Agreement shall be continuing representations during the term of the
Agreement.
2. CGM Representations. CGM represents that: (a) this Agreement is binding on
CGM and
enforceable against CGM in accordance with its terms; (b) it is, and it or
its successors shall remain during
the term of this Agreement, duly registered as a Futures Commission Merchant;
(c) CGM will accept and
hold all margin deposited with CGM by Customer subject to the terms of this
Agreement; (d) in accepting
and holding margin on behalf of Customer, CGM will comply with the
segregation requirements of the
CEA and rules thereunder to the extent applicable; and (e) if Customer is an
Investment Company
registered under the Investment Company Act of 1940, CGM shall (i) promptly
notify Customer of credit
balances in the Account payable to Customer and, if such credit balance is
free of obligation, pay such
credit balance to Customer no later than the next business day following the
day funds are received by
CGM other than de minimus amounts Customer and CGM agree need not be paid,
and (ii) promptly furnish
to the Securities and Exchange Commission ("SEC") copies or extracts of CGM's
records pertaining to
Customer's assets as the SEC may lawfully request. The representations in
this Agreement shall be
continuing representations during the term of the Agreement.
3. Role of the Parties; Applicable Law. The parties agree that:
(a) CGM is acting hereunder solely as a broker for Customer (except when
Customer engages in
certain over the counter transactions in coins, bullion, metals, and spot and
forward foreign currency or
engages in a block trade with CGM as principal), CGM is not acting as a
fiduciary to Customer, and CGM
has no discretionary authority or control over the Account. Neither CGM nor
any affiliate of CGM
guarantees the performance of any contract market, clearinghouse or other
third party under any Contract;
(b) CGM is authorized, in its discretion, to employ clearing members
(including, without
limitation, on exchanges of which CGM is not a member), floor brokers and
other agents in connection with
the execution, carrying, clearance, delivery and settlement of any purchase
or sale of Contracts;
(c) Unless an exchange and/or market is specified by Customer, or if
applicable by Account
Manager, at the time an order is placed, CGM will select the market for
executing any order that can be
executed on more than one exchange or market, including electronic trading
markets. Customer
acknowledges that CGM or its affiliates may have an ownership interest in any
exchange or clearinghouse;
(d) All transactions on behalf of Customer shall be subject to the
constitution, bylaws, rules,
regulations, customs, usages, rulings and interpretations of the relevant
exchange, clearinghouse, and any
relevant self-regulatory organization, and all applicable governmental laws
and regulations as amended
from time to time ("Applicable Law"); Customer shall comply with Applicable
Law and with such
additional procedures as CGM may reasonably and lawfully establish, including
those that relate to limits
5967 (4/2003) Page 4 of 19
on the size of Customer's positions, exercise of options, allocations of
exercise notices, and the manner of
delivery under any Contract. Without limiting the foregoing, CGM may in its
sole discretion limit the size
of positions in the Account, decline to accept any order or transaction, and
require that the Account be
transferred to another firm;
(e) Customer shall provide to CGM such financial information regarding
Customer as CGM may
from time to time reasonably request. Customer shall further provide to CGM
such information,
documentation, or both regarding Customer's identity as CGM may reasonably
request. Customer
understands and agrees that CGM will verify Customer's identity and may, if
necessary, request
verification of Customer's identity from third parties as required by
Applicable Law, including but not
limited to the USA Patriot Act.
4. Customer Payment Obligations. With respect to every Contract purchased,
sold or cleared
for the Account, Customer shall (a) make all applicable margin and premium
payments and perform all
other obligations attendant to transactions or positions in such Contracts,
as such payments or performance
may be required by CGM consistent with Applicable Law, and (b) pay CGM upon
demand (i) all
commissions and fees at rates mutually agreed upon, (ii) all contract market,
clearing house or clearing firm
fees or charges, (iii) any tax or fee imposed on such transactions by any
competent authority, including any
self-regulatory organization, (iv) the amount of any trading losses in the
Account, (v) any debit balance or
deficiency remaining in the Account upon liquidation of any Contract held in
the account; and (vi) interest
on any debit balances remaining in the Account at the overnight rate
customarily charged by CGM, together
with all reasonable costs and expenses (including without limitation
reasonable attorneys' fees) incurred in
collecting any such debit balance or in exercising any rights specified in
Section 6 of this Agreement.
5. Security Interest and Collateral. (a) All property of Customer held by or
for CGM or any
affiliate of CGM or due from any exchange or clearing broker in respect of
any Contract bought or sold for
the Account (collectively, "Collateral") is hereby pledged to CGM and shall
be subject to a security interest
in CGM's favor to secure any amounts at any time owing from Customer to CGM.
The parties agree that to
the extent permitted by Applicable Law, the Account and the Collateral are
"financial assets" as defined in
Revised Article 8 of the Uniform Commercial Code as in effect in the State of
New York ("UCC") and that
during the term of this Agreement CGM shall have absolute control over the
Collateral, provided, however,
that with CGM's approval any excess Collateral may be withdrawn at any time
upon Customer's request.
(b) CGM is authorized, to the extent permitted by Applicable Law, from time
to time and without notice to
Customer, to invest, lend, pledge, repledge, enter into repurchase agreements
with or for, hypothecate, or
rehypothecate to itself or to others, for CGM's account and benefit,
Collateral (including but not limited to
metals, warehouse receipts, or other negotiable instruments) held by CGM for
Customer, and may fulfill
any obligations to Customer by delivery of nonidentical property of like kind
and amount.
6. Customer Defaults and Rights on Default. The occurrence of any of the
following shall be
an "Event of Default" under this Agreement: (a) the issuance of any warrant
or order of attachment against
the Account or levying of any judgment against the Account; (b) Customer's
failure to make when due any
payment or delivery under this Agreement or Customer otherwise breaches any
term of this Agreement; (c)
if Customer is a natural person, Customer dies or is adjudicated incompetent,
and for all Customers,
Customer becomes insolvent or commences or has commenced against it any
action for the appointment of
a trustee, receiver, administrator to or for its liquidation, winding up or
dissolution, or for the
reorganization, composition or arrangement of its debts, or any other
procedure under any law of any
applicable jurisdiction having the same or analogous effect, and, in the case
of any such action commenced
involuntarily against such customer, the action is not stayed or dismissed
within 15 (fifteen) days; (d)
Customer fails or admits its inability to pay its debts generally as they
become due, or there is a material
adverse change in Customer's financial condition or net asset value; (e)
Customer defaults on a material
obligation under any other agreement between Customer and CGM or any of CGM's
affiliates; (f) any
representation made by Customer in this Agreement or in any form required by
this Agreement proves to
have been false or misleading in any material respect when given; or (g) CGM
in its discretion reasonably
considers it necessary for its protection. Upon the occurrence of any Event
of Default, CGM shall have the
right, in addition to any other remedy available to CGM at law or in equity,
to liquidate any or all open
Contracts held in or for the Account by any means of lawful disposition
(including without limitation
through any exchange of futures for physicals, block trade, or similar
transaction permitted under applicable
exchange rules), to apply any cash, securities or other property of Customer
held by or for CGM or any of
5967 (4/2003) Page 5 of 19
CGM's affiliates toward amounts payable by Customer hereunder, to reduce any
amounts due and owing to
Customer by setting off against such amounts any amounts due to CGM or any of
CGM's affiliates by
Customer and to convert any such amounts or the net of such amounts to a
single currency, to hedge
positions in the Account, and to take any other action in respect of the
Account, all in a commercially
reasonable manner and all without further demand for margin and without
notice or advertisement, except
CGM will make reasonable efforts under the circumstances to notify Customer
prior to taking any such
action if CGM's position would not be jeopardized thereby. Solely for
purposes of this Section 6, the term
"affiliates" shall mean Citigroup Global Markets Holdings Inc. and any entity
controlled by it, but shall not
include any entity that controls or is under common control with Citigroup
Global Markets Holdings Inc.
7. Treatment of Foreign Currency Payments and Balances. If any transaction
for Customer's
Account is effected on any exchange or in any market on which transactions
are settled or margined in
foreign currency (including, without limitation, the Euro or another unit of
currency adopted pursuant to the
European Monetary Union): (a) any profit or loss arising from a fluctuation
in the rate of exchange between
such currency and the United States Dollar shall be entirely for Customer's
Account and at Customer's risk;
(b) unless otherwise agreed by Customer and CGM, all initial and subsequent
margin deposits required or
requested by CGM shall be in or denominated in the currency required by the
applicable exchange or
clearing house in such amounts as CGM, in its sole discretion, may require;
and (c) CGM is authorized to
convert funds or securities in Customer's Account into and from such foreign
currency at prevailing rates of
exchange. If Customer has entered into a prime broker agreement with CGM, CGM
is authorized to
convert balances in the Account to a single currency in accordance with such
prime broker agreement and
any supplements or annexes thereto.
8. Transfer of Excess Funds to/from Other Accounts. In the event that
Customer establishes
and maintains other accounts at CGM, until Customer gives further notice to
CGM in writing, CGM is
hereby authorized to transfer from the Account to any such other account such
excess funds as may be
required to avoid a margin call in such other account, to obtain interest
credits or increase interest credits
received by Customer, or as CGM reasonably determines necessary to satisfy
any obligations of Customer
to CGM in respect of such account, provided such transfer is not in conflict
with Applicable Law. CGM is
also authorized to transfer to the Account any excess funds in any other
account of Customer at CGM not
required to meet margin, security, or other requirements related to such
other account, to the extent that
such excess funds are necessary to meet margin requirements or deficits in
the Account. CGM agrees that it
will provide Customer with written confirmation of any such transfers within
a reasonable time.
9. Over the Counter Transactions. If Customer is permitted by CGM to engage,
and does
engage in the purchase or sale of forward contracts or options on foreign
currency in the Account, Customer
will be bound by the terms of the "Foreign Exchange Trading Supplement" to
this Agreement, which is
appended hereto. If Customer enters into any over the counter swap, forward,
option, or similar transaction
involving energy products that is, with CGM's consent, cleared under the
rules of an applicable exchange
and/or clearing house, Customer will be bound by the terms of the "OTC Energy
Supplement" to this
Agreement, which is appended hereto. If Customer engages in the over the
counter purchase or sale of
coins, bullion, or metals in the Account, Customer agrees that: (a) actual
deliveries are intended on all such
transactions; (b) CGM may be acting as a broker or as a dealer in any such
transaction, and CGM will
inform Customer of the capacity in which it is acting in any particular
transaction upon Customer's request;
(c) such transactions are not cleared through any clearing house and, when
CGM is acting as a dealer, the
contract for purchase or sale is between Customer and CGM; (d) when CGM is
acting as a broker CGM
does not warrant the authenticity, grade, or quality of any metals or coins;
(e) if Customer requests CGM to
store metals or coins rather than to carry them on an unallocated basis,
Customer understands that such
metals or coins will be placed in a depository selected by CGM in its sole
discretion and may be
commingled with metals or coins of CGM or other customers, and that all
taxes, shipping, storage, and
insurance fees will be Customer's responsibility; and (f) CGM may in its sole
discretion elect to net settle
payments when those payments are for the same currency and value date.
10. LME Transactions. If Customer engages in transactions in Contracts
purchased, sold, or
cleared on the London Metal Exchange ("LME contracts"), Customer understands
and agrees that:
(a) while CGM acts only as agent in such transactions, orders for LME
contracts placed with CGM will be
executed by an affiliate of CGM which will act as principal in any LME
contract bought or sold; (b) CGM's
5967 (4/2003) Page 6 of 19
affiliate has no obligation of best execution as regards LME contracts; and
(c) CGM will endeavor to find
the best price with available LME brokers, which may include its affiliate,
and such price may include a
mark-up.
11. Introducing Brokers. If Customer's Account has been introduced to CGM by
an introducing
broker, CGM is responsible only for the execution, clearing, and bookkeeping
of transactions, and shall
have no liability for the acts or omissions of the introducing broker.
12. Limitations of Liability. IN NO EVENT WILL CGM BE RESPONSIBLE FOR ANY
LOSSES TO CUSTOMER OTHER THAN DIRECT LOSSES ARISING SOLELY AS A RESULT OF
CGM'S NEGLIGENCE OR WILLFUL MISCONDUCT. NO PARTY TO THIS AGREEMENT SHALL
BE REQUIRED TO PAY OR BE LIABLE TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL,
INDIRECT, OR PUNITIVE DAMAGES, OPPORTUNITY COSTS, OR LOST PROFITS (WHETHER
OR NOT ARISING FROM ITS NEGLIGENCE AND REGARDLESS OF WHETHER THE PARTY
WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES). CGM SHALL NOT BE LIABLE IF
THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS DELAYED OR
RENDERED IMPOSSIBLE DUE TO FIRE, FLOOD, STRIKE, WAR, ACT OF TERRORISM, ACT OF
GOD, GOVERNMENTAL ACTION, OR ANY OTHER CAUSE BEYOND CGM'S CONTROL. IN
ANY SUCH CASE, CGM MAY IN ITS REASONABLE DISCRETION CANCEL ORDERS RESTING
ON ELECTRONIC ORDER ENTRY OR EXECUTION SYSTEMS. ORDERS FOR THE ACCOUNT
MAY FROM TIME TO TIME BE ENTERED, EXECUTED, OR BOTH THROUGH ELECTRONIC
ORDER ENTRY OR EXECUTION SYSTEMS. IN ANY SUCH CASE, CGM SHALL HAVE NO
LIABILITY FOR ANY LOSS INCURRED BY CUSTOMER DUE TO THE FAILURE OR
MALFUNCTION OF ANY COMPUTER HARDWARE OR SOFTWARE OR TRANSMISSION
DEVICE OR SERVICE UTILIZED UNLESS SUCH FAILURE OR MALFUNCTION DIRECTLY
RESULTS FROM CGM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
13. Recordings. CGM, in its sole discretion, may record on tape or otherwise
any telephone
conversation between Customer, CGM, and, if applicable, Account Manager,
including their respective
employees, officers, and agents, and Customer and Account Manager hereby
agree and consent to such
recording.
14. Confirmations, Notices. All trade confirmations and account statements
shall be conclusive
unless Customer notifies CGM in writing of any objection thereto within three
business days following the
day on which CGM transmits such confirmation or statement, unless CGM
transmits such confirmation or
statement electronically or by facsimile, in which case Customer shall notify
CGM of any objections by
5:00 p.m. New York time the next business day following transmission. All
oral instructions or notices
given by Customer in respect of the maintenance of the Account shall be
promptly confirmed in writing by
the Customer. All instructions, notices or other communications concerning
this Agreement or maintenance
of the Account shall be given to Customer at the address or phone number
identified on the signature page
hereof and to CGM at the office or branch that services Customer's Account,
with a copy to:
Citigroup Global Markets Inc.
388 Greenwich St., Seventh Floor
New York, New York 10013
Attention: Futures Division (Notifications)
Fax: (212) 723-8977
CGM shall be entitled to rely on any instructions, notices, and
communications from Customer and, if
applicable, Account Manager, respecting orders, delivery, exercise, or
settlement, that CGM reasonably
believes to be genuine and such instructions shall bind Customer and Account
Manager. Customer agrees
to hold CGM harmless against all costs, losses, penalties, fines, taxes, and
direct damages incurred by CGM
as a result of any action taken or not taken by CGM in reliance upon such
instructions, notices, and
communications.
5967 (4/2003) Page 7 of 19
15. Role of Account Manager. If an Account Manager is authorized to exercise
discretion and
to act on behalf of Customer with respect to the Account:
(a) Account Manager makes the representations set forth in Section 1 of this
Agreement as if
the term Account Manager were substituted for the term Customer therein;
(b) Account Manager shall direct Customer to take such action in respect of
the Account as
is required of Customer under this Agreement or under Applicable Law; and
(c) Customer agrees that Account Manager is authorized to act on Customer's
behalf with
respect to the Account, including to receive and give communications,
instructions and authorizations, and
Customer hereby confirms, ratifies, and assumes liability for any
transactions that result from such
communications, instructions, and authorizations.
16. Remedies Not Exclusive. The specification of any right or remedy in this
Agreement shall
not be exclusive of any other remedies provided by law. Any delay or failure
by any party to this
Agreement to exercise any right or remedy shall not be construed to be a
waiver of such right or remedy,
and no single, partial or other exercise of any right or remedy shall
preclude the further exercise of that right
or remedy or the exercise of any other right or remedy.
17. Term and Termination. This Agreement shall continue in force until
terminated by either of
the parties. This Agreement may be terminated by Customer or CGM by written
notice to the other. In the
event of such notice, Customer shall within 15 days either close out open
positions in the Account or
transfer such open positions to another Futures Commission Merchant. This
Agreement shall terminate
upon satisfaction by Customer of all liabilities to CGM arising hereunder
(including payment of the
applicable commission with respect to the transfer of Contracts to another
futures commission merchant)
and the transfer or close out of all Contracts and all other property held in
the Account. The termination of
this Agreement shall not affect the obligations of the parties hereto arising
from transactions entered into
prior to such termination.
18. Choice of Law, Waiver of Jury. THE INTERPRETATION AND ENFORCEMENT OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
without giving effect to its conflicts of laws principles. Subject to
Customer's right to initiate a reparations
proceeding pursuant to the CEA and rules thereunder, Customer submits to the
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
proceeding arising out of and relating to this Agreement or any transaction
in connection herewith, and
waives any objection to jurisdiction it may otherwise be entitled to assert
in any such proceeding. The
parties hereby irrevocably waive any right to a jury trial in any matter
arising under or relating to this
Agreement.
19. Entire Agreement, Successors and Assignment. This Agreement, including
any applicable
supplements, contains the entire agreement between the parties and supersedes
any prior agreements as to
the subject matter hereof. No provision of this Agreement shall in any
respect be amended or deemed to be
waived unless such amendment or waiver is in writing and signed by the
parties. This Agreement and any
confirmation or "purchase and sales statement" relating to Contracts
purchased or sold for the Account shall
constitute a single agreement between Customer and CGM and, if applicable,
Account Manager. This
Agreement shall be binding on and inure to the benefit of the parties hereto
and their successors, CGM's
assigns, and Customer's and Account Manager's personal representatives,
estate, heirs, administrators and
trustees, if any. This Agreement shall not be assignable by Customer. Section
headings have been included
solely for the convenience of the parties and do not constitute part of this
Agreement.
5967 (4/2003) Page 8 of 19
20. By checking the box below, Customer acknowledges that it has received and
understands the disclosure or election noted:
.. CFTC Risk Disclosure Statement for Futures and Options (which includes
disclosure required by CFTC rules 1.55, 30.6, 33.7, and 190.10(c)) separately
furnished to
Customer by CGM.
.. Authorization to Transfer Funds (section 8).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Customer
Name of Customer:
Authorized Signature: Date: _________________
Print Name: Title:
NOTICES AND STATEMENTS DELIVERED TO:
Address:
Telephone:
Account Manager
Name of Account Manager:
Authorized Signature: Date:
Print Name: Title:
NOTICES AND STATEMENTS DELIVERED TO:
Address:
Telephone:
Appendix A - Authorized Persons
The following persons have been authorized to place orders and give
instructions to CGM on
behalf of Customer with respect to Customer's Account:
Print Name Signature
_____________________________ _____________________________________
_____________________________ _____________________________________
______________________________ ______________________________________
_____________________________ _____________________________________
______________________________ ______________________________________
5972 (4/2003) Page 1 of 1 5967 (4/2003) Page 9 of 19
Appendix B - Wire Instructions
Until further written notice, CGM is hereby authorized to transfer/wire funds
due to Customer
from the Account to the bank account listed below. CGM is further authorized
to act on instructions from
Customer or Customer's agent to transfer/wire funds whether such instructions
are oral or in writing.
Customer understands and agrees that any instruction(s) that deviates from
this standing instruction must be
made or confirmed in writing to CGM before CGM will act on such
instruction(s). Customer agrees to
indemnify and hold harmless CGM, its officers, directors, employees, and
agents, from all loss, cost, claims,
and expenses (including reasonable attorney's fees arising from these wire
instructions or any written
deviations therefrom).
Bank Name: ____________________________________ ABA Number:
___________________
For the Account of:
____________________________________________________________
Account Number: _____________________________________
(and if applicable:)
For Further Credit to: ______________________________________________________
Account Number: ______________________________________
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Part II
Customer Authorizations
Hedge Letter
To: Citigroup Global Markets Inc.
By signing below, Customer and/or Account Manager represents and confirms to
Citigroup Global Markets
Inc. ("CGM") that until further written notice to the contrary every order
for the purchase or sale of futures
contracts or option contracts given to CGM for Customer's Account will
represent a bona fide hedging
transaction as defined by rules of the Commodity Futures Trading Commission
("CFTC") and the relevant
exchange as in effect from time to time. If Customer or Account Manager
acting for Customer's account
gives CGM an order that does not constitute a bona fide hedging transaction,
Customer or Account
Manager shall so advise CGM in advance. Customer hereby requests hedge
margins whenever they apply.
In the unlikely event of CGM's bankruptcy, Customer prefers that the
bankruptcy trustee:
.. liquidate all open contracts in Customer's hedge Account
.. attempt to contact Customer for specific instructions.
[If no box is checked, Customer shall be deemed to have selected "liquidate
all open contracts."]
Customer Account Manager (if applicable)
By: _____________________________ By: ____________________________
Print Name: _____________________ Print Name: _____________________
Date: ___________________________ Date: ___________________________
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Authorization for Transactions in Which CGM May Be on the Opposite Side of
Customer Trades
The undersigned consents to transactions whereby CGM, its directors,
officers, employees or
affiliates, and any floor broker acting on Customer's behalf in any
transaction, may be on the opposite side
of orders for the purchase or sale of futures contracts and option contracts
placed for such Customer's
Account in conformity with regulations of the Commodity Futures Trading
Commission and the bylaws,
rules and regulations of the contract market (and its clearing house, if any)
on which such order is executed.
Customer: Account Manager (if applicable):
By: By:
Print Name: Print Name:
Title: Title:
Date: Date:
5976 (4/2003) Page 1 of 1 5967 (4/2003) Page 12 of 19
Part III
Authorization for Account Manager
[Customers that authorize unaffiliated persons to trade in futures contracts
and options contracts
on their behalf must either (1) complete and execute the following Trading
Authorization or (2) furnish
CGM with such other authorization acceptable to CGM under which Customer
gives trading authority over
Customer's Account to a third party.]
TO: Citigroup Global Markets Inc.
The undersigned Customer ("Customer") hereby authorizes
_____________________________
as its agent and attorney-in-fact to buy and sell (including short sales)
securities, futures contracts,
commodities, forward contracts, commodity options and/or contracts relating
to the same on margin or
otherwise in accordance with your terms and conditions for Customer's account
and risk in Customer's name
or number on your books.
CGM is authorized to follow the instructions of the aforesaid agent
concerning any such purchase
or sale. Customer hereby ratifies and confirms any and all transactions with
you heretofore or hereafter
made by the aforesaid agent on behalf of or for the account of Customer.
This authorization is in addition to (and in no way limits or restricts) any
rights which you may
have under any other agreement between Customer and you.
This authorization is a continuing one and shall remain in full force and
effect until revoked by
Customer by a written notice addressed to you at:
388 Greenwich Street, Seventh Floor
New York, NY 10013
Attn.: Futures Division (Notifications)
and delivered to such address, but such revocation shall not affect any
liability in any way resulting from
transactions initiated prior to the receipt of such notice of revocation by
you. This authorization shall inure
to the benefit of your present firm and of any successor firm or firms
irrespective of any change or changes
at any time in personnel thereof for any cause whatsoever, and of the assigns
of your present firm or any
successor firm.
Customer
By:
Print Name:
Title:
Date:
5977 (4/2003) Page 1 of 1 5967 (4/2003) Page 13 of 19
Part IV
Form Resolution Authorizing Futures Trading
[Corporations (whether for profit, non-profit, municipal or otherwise),
foundations, partnerships and other
customers which have a governing body (e.g., a Board of Directors) are
required to have such governing
body adopt the resolutions set forth below authorizing the opening of such
Account and to submit to CGM
the Secretary's or Assistant Secretary's Certificate set forth below
certifying as to such resolutions.
Alternatively, Customers may use their own form of authorizing resolution if
acceptable to CGM.]
CERTIFICATE OF THE ADOPTION OF RESOLUTIONS
AUTHORIZING TRANSACTIONS IN FUTURES CONTRACTS,
OPTIONS CONTRACTS AND RELATED CONTRACTS
WITH CITIGROUP GLOBAL MARKETS INC.
I, , of , a
duly organized and existing under the laws of ("this Customer") hereby
certify
that at a meeting of the of this Customer, duly held on the
day of , ______, at which a quorum was present and acting throughout, the
following Resolution
was duly adopted and is still in full force and effect:
"RESOLVED:
That the or or
of this Customer is, and each of them is, hereby authorized to establish and
maintain one or more accounts
with Citigroup Global Markets Inc. (hereinafter called the "Broker") for the
purpose of purchasing, selling,
and trading in any and all securities, commodities, futures contracts,
options on futures contracts,
commodity options and forward contracts.
Such officers are hereby authorized to open options and futures accounts with
Broker, and to
obligate this Customer and to perform this Customer's obligations with
respect thereto, and in conjunction
therewith to transfer, deposit, pledge, or make or take delivery of or under
cash, securities, futures contracts,
options on futures contracts and commodities.
Such officers are hereby authorized to authorize persons to act on behalf of
this Customer in
trading the instruments described herein to the full extent authorized above
and to execute any and all
contracts, agreements, acknowledgments, documents and instruments and take
all such actions as may be
necessary or appropriate in order to give full effect to this resolution.
I further certify that the foregoing resolution is authorized by the
governing instruments of this
Customer, that no limitation has been otherwise imposed upon such authority,
and that I have been duly
authorized to make this certificate on behalf of this Customer.
I further certify that each of the following officers has been duly elected
or appointed, that he is
now legally holding the office set opposite his name, and that the signatures
set forth above each typed
name are true and genuine signatures of said officers.
Signature: _________________________ Signature: __________________________
Print Name: _________________________ Print Name: __________________________
Title: _________________________ Title: __________________________
Signature: _________________________ Signature: __________________________
Print Name: _________________________ Print Name: __________________________
Title: _________________________ Title: __________________________
By: _________________________________, Secretary / Assistant Secretary*
 Signing officer cannot be an authorized signatory listed above.
5967 (4/2003) Page 14 of 19
Part V
Supplements for Certain Products
Foreign Exchange Trading Supplement
In the event that CGM authorizes Customer to enter into, and Customer enters
into over the
counter spot or forward purchases and sales of foreign currency or options on
foreign currency
(collectively, "FX Transactions") to be held in Customer's futures account at
CGM (the "Account"), the
following terms and conditions (the "FX Supplement") shall supplement the
Institutional Futures Account
Agreement (the "Agreement") between CGM, Customer, and, if applicable,
Account Manager. Unless
otherwise specified in this FX Supplement, all capitalized terms used herein
shall have the meaning defined
in the Agreement.
1. FX Transactions shall be deemed to be Contracts for all purposes of the
Agreement unless
otherwise specified herein.
2. In addition to those representations made by Customer in Section 1 of the
Agreement, Customer
represents that: (a) it is an "eligible contract participant" within the
meaning of Section 1(a)12 of the CEA;
and (b) it is neither (i) an "employee benefit plan" as defined in Section
3(3) of the Employee Retirement
Income Security Act of 1972 ("ERISA") which is subject to Part 4 of Subtitle
B of Title I of such Act; (ii)
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue code of
1986; nor (iii) any entity the
assets of which are deemed to be assets of any such "employee benefit plan"
or "plan" by reason of the
Department of Labor's plan asset regulation, 29 C.F.R. Section 2510.3-101, OR
that neither this FX
Supplement nor the FX Transactions are subject to the prohibited transaction
rules of ERISA. These
representations shall be continuing representations at all times when
Customer enters into or maintains any
FX Transaction in the Account.
3. The parties agree that:
(a) CGM acts as a principal in FX Transactions subject to this FX Supplement
and such
FX Transactions are not cleared through or guaranteed by any clearing house
or clearing agency;
(b) Customer's counterparty on all options on foreign currency shall be
Citigroup Global
Markets Commercial Corp., its successors or assigns, or such other affiliate
of CGM that CGM identifies in
writing to Customer ("CGMCC"). If Customer enters into any option on foreign
currency, (i) CGMCC
shall have all rights of CGM under the Agreement and this FX Supplement, and
all references herein to
CGM shall include CGMCC, and (ii) all representations made by Customer to CGM
shall be deemed made
to CGMCC; and
(c) FX Transactions are generally exempt from the CEA and CFTC rules. Without
limiting the foregoing, cash, securities, or other property (collectively,
"Collateral") Customer transfers to
or maintains at CGM or any of CGM's affiliates as margin in respect of FX
Transactions will not be subject
to the segregation requirements of the CEA and CFTC rules, CGM will not hold
such Collateral in a
customer segregated account, and Customer will not, as to such Collateral,
receive the special treatment of
bankruptcy rules applicable to futures transactions pursuant to U.S. law.
4. With respect to every FX Transaction entered into by Customer, Customer
shall (a) make all
payments required by any collateral annex between Customer and CGM; (b) make
all applicable premium
payments and perform all other obligations attendant to FX Transactions or
positions as such payments or
performance may be required by CGM consistent with Applicable Law; and (c)
make all other payments
and perform all obligations applicable to Contracts pursuant to Section 4 of
the Agreement.
5. In the event that CGM exercises its rights to liquidate any FX Transaction
pursuant to Section 6
of the Agreement, CGM shall determine in good faith using commercially
reasonable procedures the
amount of the costs and gains of CGM that would be incurred or realized to
replace, or to provide the
economic equivalent of the remaining payments, deliveries or option rights of
all or some of the FX
Transaction. CGM in making the determination may rely on internal or external
sources, information,
prices or models.
5967 (4/2003) Page 15 of 19
6. If on any business day (or, in accordance with market practice, business
days) that the parties
have agreed on the delivery of the currencies which were purchased and sold
in respect of any FX
Transaction (the "Settlement Date"), more than one delivery of any currency
is to be made between CGM
and the Customer, then each party agrees that it shall aggregate the amounts
of such currency deliverable to
the other and only the difference between the aggregate amounts shall be
delivered by the party owing the
larger aggregate amount to the other and if the aggregate amounts are equal,
no delivery of that currency
shall be made.
7. If an Account Manager is authorized to exercise discretion and to act on
behalf of Customer
with respect to the Account, in addition to those representations made by
Account Manager pursuant to
Section 15 of the Agreement, Account Manager represents that it is authorized
to enter into FX
Transactions on Customer's behalf.
8. This FX Supplement and the Agreement shall be construed and applied in a
manner that gives
maximum effect to the terms and conditions of both. In the event of any
inconsistency, the terms of this FX
Supplement shall apply and shall be deemed to be an amendment to the
Agreement.
Collateral Annex
[Customers who are required to post collateral as a condition to doing
business with CGM must complete
the following Collateral Annex under the terms and conditions specified by an
CGM credit officer.]
This Collateral Annex supplements, forms part of, and is subject to, the
Foreign Exchange Trading
Supplement (the "FX Supplement") between CGM, Customer, and, if applicable,
Account Manager.
Capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Agreement
and FX Supplement.
1. For the purposes of this Collateral Annex each of following terms shall
have the following meaning:
"Banking Day" means any day on which commercial banks are open for general
business
(including dealings in foreign exchange and foreign currency deposits) in New
York City.
"Business Day" means any day on which CGM settles payments and is open for
general business
in New York.
"Cash" shall mean the lawful currency of the United States of America
transferred by Customer to
CGM pursuant to this Collateral Annex.
"Collateral" means all (i) Securities or Cash transferred by Customer to GCM
pursuant to Section
2 of this Collateral Annex and (ii) any other Securities or Cash held from
time to time in the
Account.
"Collateral Amount" shall mean 97% of the face amount of any Securities with
a maturity of less
than one year, 94% of the Market Value of any Securities with a maturity
equal to or greater than 1
year, 100% of the Market Value of any Cash held in the Account as collateral.
"Credit Support Amount" shall mean for any Valuation Day (i) the sum of the
Market Value to
CGM of each FX Transaction, plus (ii) the aggregate of all Independent
Amounts, plus (iii) the
Overcollateralization Amount, if any, minus (iv) the Threshold; provided,
however, that (x) in the
case where the sum of the Independent Amounts exceeds zero, the Credit
Support Amount will not
be less than the sum of all Independent Amounts; and (y) in all cases, the
Credit Support Amount
will be deemed to be zero whenever the calculation of the Credit Support
Amount yields a number
that is less than zero. Nothing in this Collateral Annex shall prevent CGM
from making more than
one request for the payment or delivery of Collateral on any Valuation Day.
"Independent Amount" shall mean for each FX Transaction $ ________ , or such
other
Independent Amount as may be determined by CGM in its sole discretion.
5967 (4/2003) Page 16 of 19
"Market Value" shall mean, with respect to any Security, FX Transaction or
Cash, as the case may
be, as of the date of determination, the price for such Security on such date
obtained by CGM from
a generally recognized source selected by CGM, the price for such FX
Transaction shall be the
replacement value of the FX Transaction as determined by CGM (which amount
shall not be less
than zero), or (iii) with respect to Cash, the amount thereof.
"Minimum Transfer Amount" means $20,000 where the total of all
Overcollateralization Amounts
is equal to or exceeds $200,000 and an amount to be determined by CGM where
the total of all
Overcollateralization Amounts is less than $200,000
"Overcollateralization Amount" means on any Valuation Day, (i) for FX
Transactions on
currencies traded on the International Monetary Market Exchange (the "IMM"),
the amount in
U.S. Dollars set by the IMM as initial margin on the outstanding currencies
FX Transactions of
similar tenor and notional amounts as traded on that exchange; and (ii) for
FX Transactions on
currencies not traded on the IMM, the amount in U.S. Dollars (assuming a
default occurred on
such Valuation Day) that CGM calculates in good faith in a commercially
reasonable manner and
with a 97.7% confidence factor, to be the maximum loss that CGM could expect
to incur over the
next five Banking Days based on the currencies comprising the then
outstanding FX Transactions.
Nothing contained herein shall limit the right of CGM to change the criteria
for factors on which
the Overcollateralization Amount in clause (ii) is calculated, in its
absolute discretion as market
conditions or other factors warrant.
"Securities" shall mean direct and general obligations of the United States
of America and
securities fully and unconditionally guaranteed as to the timely payment of
principal and interest
by the United States of America.
"Threshold" shall mean $___________ , or if no amount is specified, zero.
2. If, on any Valuation Day, the Credit Support Amount is more than the
Collateral Amount (a "Margin
Deficit"), then Customer shall transfer additional Securities or Cash to CGM,
so that the Collateral
Amount will thereupon equal or exceed the Credit Support Amount. Customer
shall have the option to
transfer either Securities, Cash or a combination of Securities and Cash
whenever it is required to make
a transfer to CGM.
3. If, on any Valuation Day, the Credit Support Amount is less than the
Collateral Amount (a "Margin
Excess"), then CGM shall, at the written instruction of Customer, transfer
Securities or Cash to
Customer, so that the Collateral Amount will thereupon not exceed the Credit
Support Amount.
Customer shall direct CGM as to whether to transfer Securities, Cash or a
combination of Securities
and Cash whenever CGM is required to make a transfer to Customer.
4. On each Business Day, CGM shall determine the Credit Support Amount and
the Collateral Amount
(a "Valuation Day"), and in the event of a Margin Deficit or Margin Excess
shall provide the Customer
with facsimile notice of such determination.
5. To the extent required by applicable law, all Securities and Cash in the
possession of CGM shall be
identified on the books and records of CGM as subject to the FX Supplement.
CGM shall have the
right to sell, pledge, rehypothocate, assign, invest, use, commingle or
otherwise dispose, or otherwise
use, any Collateral it holds and to register any Collateral in its name, its
custodian or any nominee for
either.
6. CGM will exercise reasonable care to assure the safe custody of all
Collateral to the extent required by
applicable law, and in any event CGM will be deemed to have exercised
reasonable care if it exercises
at least the same degree of care as it would exercise with respect to its own
property. Except as
specified in the preceding paragraph, CGM will have no duty with respect to
the Collateral including
any due to collect any distributions or enforce or preserve any rights
pertaining thereto.
5967 (4/2003) Page 17 of 19
7. The Customer hereby agrees and acknowledges that, subject to the FX
Supplement, any Securities or
Cash delivered hereunder shall be delivered for purposes of securing
Customer's obligations in respect
of FX Transactions entered into pursuant to the FX Supplement. Customer
represents and warrants to
CGM that (i) it has the power to grant a security interest in and lien on any
Collateral it transfers to
CGM and has taken all necessary actions to authorize the granting of that
security interest and lien, (ii)
it is the sole owner of or otherwise has the right to transfer all Collateral
it transfers to CGM hereunder,
free and clear of any security interest, lien, encumbrance or other
restriction other than the security
interest and lien granted hereunder, (iii) upon the transfer of any
Collateral hereunder, CGM will have a
valid and perfected first priority security interest therein, (iv) the
performance of its obligations
hereunder will not result in the creation of any security interest, lien or
other encumbrance on any
Collateral other than the security interest and lien created hereunder, and
(v) the transfer of Collateral
hereunder does not, and will not, violate any other agreement. Customer
hereby grants to CGM, as
security for the performance by Customer of its obligations under the FX
Supplement, a first priority
continuing security interest in, lien on and right of set-off against all of
the Collateral delivered by
Customer pursuant to this Collateral Annex.
8. Upon receipt by CGM of evidence that Customer shall have satisfied all of
its obligations under the FX
Supplement, then CGM shall promptly pay over and deliver or transfer to
Customer all of the Collateral
and Independent Amount not previously applied or returned pursuant to the
provision of this Collateral
Annex.
9. Notwithstanding Sections 2 and 3 of this Collateral Annex, neither party
shall make any deliveries of
Securities of Cash unless the Margin Deficit or Margin Excess exceeds the
Minimum Transfer Amount
and each such Margin Deficit or Margin Excess shall be rounded to the nearest
$1,000.
10. All transfers of Collateral shall be made by the close of business on the
day notification is received.
11. If CGM receives any principal, interest or other payment with respect to
the Collateral it will promptly
transfer such payments to Customer provided that the Collateral Amount
exceeds the Credit Support
Amount.
12. Each party will pay its own costs and expenses in connection with
performing its obligations under this
Collateral Annex and neither party shall be liable for any costs and expenses
incurred by the other party
in connection herewith, provided that the Customer will pay (i) when due all
taxes, assessments or
charges of any nature that are imposed on the Collateral held by CGM upon
becoming aware of same
and (ii) all reasonable costs and expenses incurred by or on behalf of CGM in
connection with the
liquidation and/or application of the Collateral under Section 5 of the FX
Supplement.
13. Promptly following demand by CGM, Customer will execute, deliver and
record any financing
statement, specific assignment or other document and take any other action
that may be necessary or
desirable and reasonably requested by CGM to create, perfect, preserve or
validate any security interest
or lien granted under this Collateral Annex and to enable CGM to enforce its
right with respect thereto.
Customer will promptly give notice to CGM of, and defend against, any suit,
action, proceeding or lien
that involves Collateral transferred to CGM or that could adversely affect
the security interest or lien
granted to CGM hereunder.
5967 (4/2003) Page 18 of 19
OTC Energy Supplement
The following terms and conditions (the "OTC Energy Supplement") shall
supplement Customer's
Institutional Futures Account Agreement (the "Agreement") with Citigroup
Global Markets Inc. ("CGM").
Unless otherwise specified in this OTC Energy Supplement, all capitalized
terms used herein shall have the
meaning defined in the Agreement.
1. Customer agrees that this OTC Energy Supplement shall apply to all over
the counter ("OTC") swaps,
forwards, options, or similar transactions involving oil, natural gas,
electricity, and other energy products
that are executed and/or cleared in the Account, including without limitation
transactions by Customer on or
through the Intercontinental Exchange ("ICE") and transactions that are
cleared on the NYMEX
(collectively, "OTC Energy Transactions"). Except as otherwise specifically
provided in this OTC Energy
Supplement, OTC Energy Transactions shall be deemed to be Contracts for all
purposes of the Agreement.
2. In addition to those representations made by Customer in Section 1 of the
Agreement, Customer
represents and warrants to CGM that:
(a) it is duly authorized to enter into OTC Energy Transactions and to
perform all obligations
attendant to such transaction in accordance with their terms;
(b) it is, and at the time it enters into any OTC Energy Transaction it will
be, an "Eligible Contract
Participant" as defined by Section 1a(12) of the CEA;
(c) if client enters into any OTC Energy Transaction on the ICE, it is, and
at the time any OTC
Energy Transaction on the ICE remains open it will be, an "Eligible
Commercial Entity" as defined by
Section 1a(11) of the CEA;
(d) it is neither (i) an "employee benefit plan" as defined in Section 3(3)
of the Employee
Retirement Income Security Act of 1972 ("ERISA") which is subject to Part 4
of Subtitle B of Title I of
such Act; (ii) any "plan" as defined in Section 4975(e)(1) of the Internal
Revenue code of 1986; nor (iii)
any entity the assets of which are deemed to be assets of any such "employee
benefit plan" or "plan" by
reason of the Department of Labor's plan asset regulation, 29 C.F.R. Section
2510.3-101, OR that neither
the Agreement, as supplemented hereby nor any Contract are subject to the
prohibited transaction rules of
ERISA;
(e) prior to entering into any OTC Energy Transaction on the ICE, Customer
will have entered into
all necessary agreements to access and transact on ICE and that such
agreements will remain in force at any
time Customer enters into or maintains in the Account any OTC Energy
Transaction on the ICE;
(f) Prior to handling delivery of any energy product pursuant to the terms of
any OTC Energy
Contract, Customer will obtain, and will maintain at all relevant times, any
license, permit, approval, or
authorization required by Applicable Law for Customer to purchase, sell, or
hold such product, including
without limitation any license required by the rules of the Federal Energy
Regulatory Commission
("FERC").
3. Customer understands and agrees that OTC Energy Transactions are governed
by all applicable rules of
the relevant exchange and clearing house, including without limitation the
applicable rules and regulations
of the ICE, NYMEX, and the London Clearinghouse ("LCH"), all of which shall
be deemed to be
Applicable Law, and by the terms and conditions of any user agreement or
other agreement with any
exchange or clearing house that Customer enters into in order to transact or
clear OTC Energy Transactions.
Without limiting the foregoing, Customer understands and agrees that if any
OTC Energy Transaction
submitted to any clearinghouse for clearing is not accepted by such
clearinghouse, the OTC Energy
Transaction will be terminated automatically without obligation by any party,
including CGM and CGM's
affiliates,
4. If Customer enters into any OTC Energy Transaction on the ICE, Customer
understands and agrees that:
(a) transactions on or through ICE are generally exempt from the CEA and CFTC
rules;
(b) cash, securities, or other property (collectively, "Collateral") Customer
transfers to CGM or
any of CGM's affiliates as margin in respect of OTC Energy Transactions
engaged in on or through ICE
will not be subject to the segregation requirements of the CEA and CFTC
rules, CGM will not hold such
Collateral in a customer segregated account, and Customer will not receive
the special treatment of
bankruptcy rules applicable to U.S. futures and options pursuant to U.S. law;
5967 (4/2003) Page 19 of 19
(c) CGM or its affiliates may transfer Collateral posted by Customer to the
LCH, and in any such
case Customer's rights in an insolvency may be governed by English Law;
(d) Customer is solely responsible for the exercise of any OTC options
entered into on or through
ICE, and that unlike options traded on some other exchanges, CGM will have no
role in effecting the
exercise of options on ICE.
5. As to any OTC Energy Transactions entered into as "cleared transactions"
on the ICE, Customer
acknowledges and agrees that such cleared transactions shall be subject to
LCH rules applicable to such
transactions, and that:
(a) once such transactions are accepted for clearance by LCH, each such
transaction will be a
principal-to-principal transaction between Customer and CGM;
(b) LCH specifically disclaims any right or obligation to Customer in respect
to such transactions,
and Customer may be unable to make any claim against LCH in respect of such
transactions; and
(c) LCH has the right to reject OTC Energy Transactions executed on the ICE
and submitted for
clearing and to suspend clearing of such transactions without notice.
6. CGM may in its sole discretion place conditions or limitations on the
tenor, notional amount, or margin
requirements for OTC Energy Transactions in the Account. CUSTOMER UNDERSTANDS
AND
AGREES THAT CGM DOES NOT OFFER OR ENDORSE ANY ELECTRONIC OR OTHER SYSTEM
CUSTOMER EMPLOYS TO ENTER INTO ANY OTC ENERGY TRANSACTION AND CGM IS NOT
A PARTY TO ANY AGREEMENT BETWEEN CUSTOMER AND ANY EXCHANGE OR
CLEARINGHOUSE. CGM SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY LOSS, COST,
OR DAMAGE OF ANY TYPE OR NATURE ARISING FROM OR RELATING TO CUSTOMER'S USE
OF ANY SYSTEM OR DEVICE FURNISHED BY ANY EXCHANGE OR CUSTOMER'S OTC
ENERGY TRANSACTIONS UNLESS DIRECTLY CAUSED BY CGM'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, NO PARTY TO THIS
AGREEMENT SHALL BE REQUIRED TO PAY OR BE LIABLE TO ANY OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, OPPORTUNITY COSTS, OR LOST
PROFITS (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE).
7. In the case of any event that under the terms of the Agreement gives rise
to any right of CGM to
liquidate Contracts held in Customer's Account or take other action to limit
CGM's credit exposure to
Customer, Customer authorizes CGM to liquidate Customer's OTC Energy
Transactions for Customer's
account and risk by any commercially reasonable means, including without
limitation through exchange of
futures for swaps ("EFS") transactions, exchange of futures for physicals
("EFP") transactions or similar
transactions that are not prohibited by Applicable Law.
8. This OTC Energy Supplement and the Agreement shall be construed and
applied in a manner that gives
maximum effect to the terms and conditions of both. In the event of any
inconsistency, the terms of this
OTC Energy Supplement shall apply and shall be deemed to be an amendment to
the Agreement.