Resolution No. 96041
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RESOLUTION NO. 9604
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
FUTURES ACCOUNT AGREEMENT BY AND BETWEEN THE CITY
OF VERNON AND PRUDENTIAL BACHE COMMODITIES, LLC VIA
WACHOVIA SECURITIES, LLC AND AUTHORIZING THE CITY
TO DO ALL OTHER ACTIONS DEEMED NECESSARY OR
ADVISABLE CONCERNING SAID ACCOUNT
WHEREAS, the City of Vernon (the "City") is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
lCalifornia and
WHEREAS, on March 30, 1999, the City Council of the City of
Vernon adopted Resolution No. 7296 approving the establishment of
brokerage accounts to enable the Light & Power Department to trade in
electricity commodity futures and options on futures and approving
various agreements to implement said accounts; and
WHEREAS, City staff have recommended that the City enter into
a Futures Account Agreement with Prudential Bache Commodities, LLC via
Wachovia Securities, LLC (collectively, "Wachovia") to establish and
(maintain, or continue, one or more accounts for the purpose of
purchasing, selling and otherwise dealing in, on margin or otherwise,
domestic and foreign futures contracts, physical commodities, options
on domestic and foreign future contracts and physical commodities,
foreign exchange instruments and contracts, spot contracts, swaps, swap
options, or other derivatives on one or more rates, currencies,
commodities, equity securities or other equity instruments, debt
securities or other debt instruments, economic indices or measures of
economic risk or value or other benchmarks against which payments or
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deliveries are to be made, stocks, bonds, options and other securities
either for immediate or future delivery, and transactions of any and
every kind and nature.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Futures Account Agreement with Wachovia, in substantially
the same form as the copy which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreement for, and on behalf of,
the City of Vernon and the City Clerk is hereby authorized to attest
thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non -
substantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
approves and authorizes the City Administrator, or his designee, which
may include the Director of Light & Power and City Treasurer, to act as
its "Authorized Persons," and each of them is authorized and empowered
on behalf of the City to direct Wachovia to purchase, sell or otherwise
trade in contracts for and in the said accounts, with full power and
authority to determine the nature and terms of any such purchase, sale
or other dealing, to borrow money and securities from or through
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1 Wachovia and to secure payment therefore with property of the City, to
2 deposit margins from time to time, to bind the City to carry out any
3 contract arrangement or other transaction which shall be entered into
4 or made by any of them with or through Wachovia, to execute and deliver
5 any and all documents necessary to implement and carry out the purposes
6 specified in the Futures Account Agreement and all other agreements
7 incidental to the opening and maintenance of said accounts, to give any
8 other necessary or appropriate instructions to Wachovia with respect to
9 the said accounts and generally to manage the said accounts on behalf
10 of the City of Vernon and to perform such other actions deemed
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necessary or advisable.
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SECTION 6: The City Council of the City of Vernon hereby
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authorizes Wachovia to register any securities or contracts in the said
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accounts in street name or in such other name as Wachovia or any of the
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Authorized Persons should deem advisable and to receive for the said
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accounts any and all cash, checks, securities or other property
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delivered to it by any person, firm or corporation for the account of
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the City.
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20 SECTION 7: The City Council of the City of Vernon hereby
21 authorizes and empowers the Authorized Persons, and each of them, to
22 withdraw any and all monies, securities or other property from time to
23 time carried in any of said accounts or to direct the delivery or
24 payment thereof to any person, firm or corporation designated by any of
25 the Authorized Persons, and Wachovia is hereby authorized to follow any
26 and all instructions from each of the Authorized Persons as to the
27 transfer and/or delivery of any such money, securities or other
28 property.
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1 SECTION 8: The City Council of the City of Vernon intends
2 by the adoption of this Resolution to give the Authorized Persons, and
3 each of them, the broadest possible power with respect to said accounts
4 and the City hereby holds Wachovia harmless against any and all claims,
5 liabilities or expenses (including attorney's fees) that may arise by
6 reason of its following any directions, instructions and orders given
7 to it by any of the Authorized Persons in respect of any of the said
8 accounts.
9 SECTION 9: The City Council of the City of Vernon hereby
10 authorizes and empowers the Authorized Persons, and each of them, (1)
11 to endorse securities, contracts and other instruments and take any
12 other required or customary action to effect the transfer thereof; (2)
13 to take any and all necessary or appropriate actions related to or
14 incidental to this and this resolution; and (3) to authorize any person
15 or persons to do any of the things that such person is herein
16 authorized to do.
17 SECTION 10: The City Council of the City of Vernon hereby
18 intends that the authority hereby given to the Authorized Persons shall
19 continue in full force and effect (irrespective of whether any of them
20 ceases to be an officer or employee of the City) until notice of
21 revocation or modification of such authority is received in writing by
22 Wachovia.
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SECTION 11: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement and any related documents to:
Prudential Bache Commodities, LLC via
Wachovia Securities, LLC
Attn. Dixie Baer-Deshazer
A G Edwards #0541
3820 El Dorado Hills Blvd.
E1 Dorado Hills, CA 95762
SECTION 12: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 215t day of April, 2008.
ATTEST:
h"�W-J�
MA UELA GIRON, LLty Clerk
Name: Leonis C. Malburg
Title: Mayor. giro T
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9601, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, April 21, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
( SEAL)
MANUELA Gi-kbN, 0ity Clerk
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EXHIBIT A
Prudential Bache Commodities, LLC
Futures Account Agreement
Branch
Account No.
FA
Doc. ID
10 .;
INTERNAL USE ONLY
In consideration of Prudential Bache Commodities, LLC ("Prudential") agreeing to act as broker or principal, as applicable, in
connection with the undersigned's (hereinafter, "Customer") transactions in domestic and foreign futures contracts, physical
commodities, exchanges for physical commodities ("EFP"), options on domestic and foreign futures contracts and physical
commodities, foreign exchange instruments and contracts, spot contracts, swaps, swap options, or other derivatives on one or more
rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic
indices or measures of economic risk.or value or other benchmarks against which payments or deliveries are to be made (hereinafter,
collectively referred to as "Contracts"), all for the account and risk of Customer, Customer hereby agrees and consents as follows:
1. APPLICABLE LAW
All accounts maintained by Customer with Prudential (hereinafter, the "Accounts"), and all Contracts and agreements in respect of
such Accounts shall be subject to: (a) the terms and conditions of this Futures Account Agreement (hereinafter, the "Agreement");
(b) the laws, regulations, rules and interpretations of any applicable governmental, regulatory or self -regulatory authority, exchange
or clearing house; and (c) the custom and usage of trade, as in force from time to time (hereinafter, collectively referred to as
"Applicable Law").
2. CUSTOMER'S REPRESENTATIONS AND WARRANTIES
Customer represents and warrants that:
a. Customer is authorized and empowered to enter into this Agreement and to engage in and effectuate transactions in Contracts
as contemplated hereby by its: (i) enabling documents; (ii) internal policies and procedures; and (iii) Applicable Law.
b. Customer, after due consideration, has determined that conducting transactions in Contracts is a prudent and appropriate
activity for Customer in light of Customer's financial status and investment objectives, and that all transactions that Customer
will enter into pursuant to this Agreement will be in compliance with Customer's: (i) enabling documents; (ii) internal policies
and procedures; and (iii) Applicable Law.
c. Prudential will not be acting as a fiduciary with respect to Customer, its Accounts, or its transactions in Contracts. Neither
Prudential nor any of Prudential's employees shall have discretionary control or authority over any decisions made by or on
behalf of Customer in respect of Customer's Accounts (except as may be provided by a power of attorney separately executed
by Customer and delivered to Prudential). Moreover, the research, analyses and investment advice that Customer may from
time to time receive from Prudential in connection with the: operation of the Accounts established hereunder will not serve as a
primary basis for any investment or trading decision by Customer. All such investment and trading decisions will be made
independently by Customer and/or Customer's duly appointed commodity trading advisor or investment adviser (hereinafter,
"Advisor"), if any.
d. Prudential will be entitled to rely on any instructions, notices and communications that it reasonably believes to have originated
with Customer or an individual authorized to act on behalf of Customer, including but not limited to Customer's Advisor if any,
or any individual identified in writing by Customer as authorized to act on its behalf, and Customer shall be bound thereby.
Where Customer has executed a Power of Attorney, Prudential shall not be held responsible for any of Customer's instructions
until or unless Customer effectively revokes any power of attorney granting the Advisor authority to purchase or sell
Contracts.
e. Customer will not, either alone or in combination with others, violate any position or exercise limit established by or under
Applicable Law. Customer will immediately notify Prudential of any positions for which Customer is required to file any position
or large trader reports under Applicable Law.
f. Customer will review any and all statements, reports, confirmations and other notices and communications received from
Prudential upon receipt thereof and promptly notify Prudential of any objection thereto. Any such objection, if given verbally to
Prudential, shall be confirmed promptly in writing.
g. If Customer is an entity subject to the registration requirements of the Commodity Futures Trading Commission ("CFTC") and
National Futures Association ("NFA"), Customer has reviewed the pertinent registration regulations and determined that
Customer and its Advisor(s), if any, are in compliance with such regulations, to the extent applicable.
h. If Customer is an employee benefit plan or other entity that is subject to the Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder ("ERISA"), or is an entity subject to similar state laws and the
regulations promulgated thereunder ("Benefit Plan"), Customer represents and warrants that: (i) neither Prudential nor any of
its agents, employees or affiliates have been given any discretionary authority or control respecting the management or
disposition of the assets of the Benefit Plan or the Accounts; (ii) neither Prudential nor any of its agents, employees or affiliates
exercise any authority or control respecting management or disposition of the assets of the Benefit Plan or Accounts; and (iii)
neither Prudential nor any of its agents, employees, or affiliates are fiduciaries, as that term is defined in ERISA or similar state
laws, as to the Benefit Plan or Accounts with respect to the transactions contemplated by this Agreement or in any other
capacity. Customer shall immediately notify Prudential of the termination of the Benefit Plan, or the filing by Customer or any
governmental body or agency of a notice of intent to terminate, or the inability of Customer to pay benefits under the Benefit
Plan when due.
581065 (Rev 01) Page 12 of 31
i. If Customer is not a citizen or resident of the United States, Customer has been informed by Prudential of the CFTC's
regulations concerning the designation of a futures commission merchant as the agent of foreign brokers, customers of foreign
brokers and foreign traders for certain purposes as set forth in CFTC Regulation section 15.05 and concerning special calls for
information from futures commission merchants, foreign brokers and members of contract markets as set forth in CFTC
Regulation section 21.03.
j. The information provided by Customer in the accompanying Account Information and Application form and any financial
statements submitted to Prudential are true, complete and correct. Customer shall immediately notify Prudential in writing if
any such information changes in any material respect or if any of the foregoing representations and warranties ceases to be
true, complete and correct.
3. ORDER ENTRY AND PROCESSING
a. Acceptance of Orders and Carrying of Positions. Prudential shall have the right to limit the size and number of open
Contracts (net or gross) that Prudential will at any time execute, clear and/or carry for Customer with respect to the Accounts,
to require Customer to reduce open Contracts carried with Prudential, and to refuse acceptance of orders to establish new
Contracts. Unless specified by Customer, Prudential may designate the exchange or other contract markets (including without
limitation, any designated contract markets, electronic trading facilities or derivatives transaction execution facilities) on which
it will attempt to execute orders.
b. Transmission of Orders to Prudential Foreign Affiliates. If Customer has been approved by Prudential for the
transmission of orders directly to affiliates of Prudential located outside the United States (the "Prudential Foreign Affiliates"),
for execution and clearance on non-U.S. exchanges, Customer acknowledges and agrees that: (i) it will transmit orders
directly to Prudential Foreign Affiliates identified by Prudential only in accordance with any conditions or instructions furnished
by Prudential and solely for Customer's Accounts; (ii) any orders transmitted by Customer to a Prudential Foreign Affiliate will
be executed and cleared through omnibus accounts maintained by the appropriate Prudential Foreign Affiliate in the name of
Prudential and not for an account of Customer with the Prudential Foreign Affiliates; and (iii) notwithstanding its transmission
of orders to the Prudential Foreign Affiliates, Customer will continue to be a customer of Prudential and will not be a customer
of the Prudential Foreign Affiliate.
c. Give -Ups. Absent a separate written agreement with Customer, or with any Advisor on behalf of Customer regarding give -
ups, Prudential, in its sole discretion, may but shall not be obligated to accept Contracts from other brokers executed for
clearance and carrying in the Accounts. If Prudential and Customer enter into a separate written give -up agreement, this
Agreement will control in the event of a conflict between this Agreement and such give -up agreement.
d. Introduced Accounts. In the event that Customer's account has been introduced to Prudential by another futures
commission merchant, introducing broker or foreign broker ("Broker"), that Broker is acting as Customer's agent and is not an
agent of Prudential's. Unless and until Prudential receives prior written notice from Customer, Customer hereby authorizes
Prudential to accept orders for execution and trades for clearance or any other directions associated with the Customer's
property in its Accounts(s) as effected by Broker. Customer explicitly agrees that Prudential is not responsible for inquiring
into the circumstances surrounding any transactions in Customer's account and Customer agrees to look solely to the Broker
for any damages claimed by the Customer, other than those directly caused by Prudential's gross negligence or willful
misconduct. Customer further acknowledges that Prudential pays a portion of its fees and commissions to the Broker.
e. Cross Trade Consent. Where in accordance with Applicable Law, Customer hereby consents to the execution of Customer's
orders such that Prudential, its officers, directors, employees, agents and any floor brokers utilized by Prudential may directly
or indirectly take the opposite side of Customer's orders.
4. RESEARCH, ANALYSES AND INVESTMENT ADVICE
If Customer receives any research, analyses or investment advice (collectively, "Advice") from Prudential, Customer hereby
acknowledges and agrees: (a) Prudential will be providing such Advice incidentally to its business as a futures commission
merchant; (b) although such Advice will be based upon information obtained from sources which Prudential believes to be reliable,
that information may nonetheless be incomplete and/or unverified, and hence Prudential can make no representation, nor provide
any assurance, as to the accuracy or completeness of its Advice; (c) both Prudential's Advice and the information upon which it is
based may change without notice to Customer; and (d) Prudential and its directors, officers, employees, agents and affiliates may
take or hold positions in, or advise other customers concerning Contracts that are the subject of Prudential's Advice to Customer,
and such positions and advice may be inconsistent with, or contrary to, the Advice given by Prudential to Customer.
5. MARGIN REQUIREMENTS
Customer agrees to deposit and maintain with Prudential (or, if applicable, in a third -party custodial account established pursuant
to CFTC Financial and Segregation Interpretation No. 10) initial and variation margin, premiums or other collateral, in such form
and amount as Prudential, in its reasonable discretion, may from time to time require. Margin requirements established by
Prudential may -exceed applicable exchange minimum requirements. Additionally, should Prudential change the margin
requirements applicable to Customer's Accounts and/or the Contracts being maintained therein, such change may apply to existing
Contract positions as well as new positions.
6. PRUDENTIAL'S SECURITY INTEREST
Any and all Contracts, securities, cash, foreign currency, documents of title, investment property, financial assets, securities or
commodities accounts, and/or tangible or intangible property of Customer, including all proceeds of the foregoing (collectively, the
"Collateral") held by Prudential or its agents or affiliates, including among others, Bache Financial Limited; PB Financial Services,
Inc., PB Finance, Ltd. Prudential-Bache Global Markets, Inc., or Pru Global Securities, LLC. On behalf of Customer, are hereby
pledged to Prudential and shall be subject to a general lien and security interest in Prudential's favor to secure Customer's
581065 (Rev 01) Page 13 of 31
indebtedness and obligations to Prudential, wherever and however arising, without regard to whether Prudential has made any
advances with respect to such Collateral. Customer hereby irrevocably appoints Prudential, as its attorney -in -fact with power of
substitution to execute any documents required for the perfection or registration of such general lien and security interest.
Customer will not cause or allow any of the Collateral held in its Accounts, whether now owned or hereafter acquired, to become
subject to any other liens or security interest of any kind, except for the security interest or lien of such Prudential affiliate, without
the express written approval of Prudential. Customer grants Prudential the right to borrow, pledge, repledge, hypothecate,
rehypothecate, loan or invest any of the Collateral without any obligation to pay or to account to Customer for any interest, income
or benefit that may be derived therefrom, unless otherwise separately agreed in writing by Prudential and Customer. Prudential
shall be under no obligation to deliver to Customer the identical Collateral in the Accounts but shall only be obligated to deliver to
Customer Collateral of like or equivalent kind and amount. The rights of Prudential set forth above shall be qualified by any
applicable requirement for segregation of Customer's property under Applicable Law.
7. EVENTS OF DEFAULT; PRUDENTIAL'S REMEDIES
Prudential shall have the right (in addition to any other right or remedy it may have at law, in equity or under this Agreement), in the
event: (a) Customer fails to meet initial or maintenance margin, or collateral or premium requirements when due; (b) Customer fails
to perform its obligations respecting delivery, exercise or a notice of allocation of exercise, payment for delivery or settlement under
the Contracts held in its Accounts (c) Customer fails in any way to perform any of its other material obligations hereunder promptly
after receipt of notice of such failure; (d) there is material adverse change in Customer's financial condition; (e) Customer files or
has filed against it a petition for liquidation reorganization or the appointment of a receiver for a substantial portion of Customer's
assets under any bankruptcy, insolvency or other similar law; (f) Customer fails to pay its debts generally as they become due or
Customer makes an assignment for the benefit of creditors; (g) if Customer is a Benefit Plan, Customer files a notice of intent to
terminate with the Pension Benefit Guaranty Corporation (or other similar governmental agency), or receives a notice of intent to
terminate from the Pension Benefit Guaranty Corporation (or other similar governmental agency), or is unable to pay benefits
under the relevant Benefit Plan when due; and (h) Prudential in its reasonable discretion considers it necessary for its protection,
to: as applicable, sell, exercise, offset, buy -in or liquidate, as agent or for Prudential's own account and risk, any or all Contracts
and other Collateral maintained in Customer's Accounts, whether long or short, and to apply the proceeds thereof toward any and
all amounts payable by Customer to Prudential hereunder, borrow or buy any Contracts or other property for the Accounts, and to
cancel any orders for Customer's Accounts then outstanding. Any such liquidation, sale, purchase, borrowing or cancellation shall
be made in the discretion of Prudential through any commercially reasonable means whether by public auction, private transaction
or otherwise.
Any action referred to above may be taken only after Prudential has made reasonable efforts, under the circumstances, to contact
Customer (or its Advisor if applicable) prior to taking such action, provided that Prudential's position would not be adversely
affected thereby; it being understood that no prior demand, margin call or notice of any, kind from Prudential shall be considered a
waiver of Prudential's right to take any subsequent action without providing such prior demand, margin call or notice. In all cases,
Customer shall remain liable for and shall pay to Prudential on demand the amount of any deficiency in Customer's Accounts, and
Customer shall reimburse, compensate and indemnify Prudential for any and all costs, losses, penalties, fines, taxes and damages
that Prudential may incur in collecting such deficiency or otherwise exercising its rights and remedies hereunder.
8. ACCOUNT CHARGES
With respect to every Contract purchased, sold or cleared for the Accounts, Customer shall pay Prudential upon demand and
Prudential hereby is authorized to charge Customer's Accounts for: (a) all brokerage charges, give -up fees, commissions and
service fees as Prudential may from time to time charge (regardless of whether other customers pay lower commissions fees or
charges); (b) all contract market, clearing house, clearing member, NFA and CFTC fees or charges, fines or penalties; (iii) any tax
imposed on such transactions by any competent taxing authority; (c) the amount of any trading losses in the Accounts; (d) any
debit balance or deficiency in the Accounts together with costs and reasonable attorneys' fees incurred in collecting any such
deficit; (e) interest and service charges on any debit balances or deficiencies in the Accounts at the rate customarily charged by
Prudential (which may be at the prevailing and/or allowable rates according to the State of New York; (f) all storage and delivery
service fees; and (g) any other amounts owed by Customer to Prudential with respect to the Accounts or any transactions therein.
Unless otherwise separately agreed to by Prudential and Customer, all payment obligations incurred by Customer hereunder must
be satisfied in U.S. dollars.
Any Collateral may at any time or from time to time be setoff and applied by Prudential against any and all payment obligations of
Customer to Prudential or its affiliates in such manner as Prudential in its reasonable discretion may determine.
9. FOREIGN CURRENCY TRANSACTIONS
In the event that the Customer directs Prudential to enter into any Contract on an exchange on which such transactions are
effected in a currency other than the U.S. dollar, any profit or loss arising as a result of a fluctuation in the exchange rate affecting
such currency will be entirely for the account and risk of the Customer. All initial and subsequent deposits for margin purposes,
and the return to the Customer of any funds, are expected to be made in the currency of contract settlement. Should the Customer
elect to deposit funds other than the currency of settlement or instruct Prudential to convert funds that are already on deposit in
another currency, Prudential shall debit or credit the Accounts of Customer at a rate of exchange determined by Prudential in its
sole discretion on the basis of the then prevailing market rate of exchange for such foreign currency. In the event that Customer
carries a foreign currency denominated deficit, that deficit will be marked -to -market versus the United States Dollar on a daily basis
at Prudential's reasonable discretion. Customer may also be charged interest on such deficit at either the prevailing rate applicable
to the foreign currency, or the prevailing United States dollar interest rate, plus additional interest consistent with section 8 of this
Agreement.
581065 (Rev 01) Page 14 of 31
10. DELIVERY AND OPTION EXERCISE PROCEDURES
At least five business days prior to last trading day or first notice day in any given Contract, or at such earlier time as Prudential
may reasonably require, Customer agrees that it will: (a) provide Prudential with instructions to liquidate or make or take delivery
under such Contract, or in the case of an options position, provide Prudential with instructions to liquidate, exercise or allow the
expiration of such options position (b) deliver to Prudential sufficient funds and documents required to effectuate the desired
closing transaction. Additionally, Customer understands and acknowledges that short options positions are subject to random
exercise procedures and may be assigned a notice of exercise at any time.
If Customer fails to comply with any of the foregoing obligations, Prudential may, in its reasonable discretion, liquidate any open
positions, make or receive delivery of any commodities or instruments, or exercise as appropriate. Customer shall remain fully
liable for all costs, losses, expenses, liabilities and damages that Prudential may incur in connection with such transactions and for
any remaining debit balance in the Accounts.
11. PRUDENTIAL'S RESPONSIBILITIES, LIMITS ON
Prudential shall not be liable for any losses or damages sustained by Customer other than as a result of Prudential's gross
negligence or willful misconduct. If Customer's Accounts have been introduced to Prudential by an agent other than Prudential, or
executed at the direction of a third party and is carried by Prudential only as a clearing broker, Customer agrees that Prudential is
not responsible for the conduct of the introducing broker, executing. broker or Advisor and Prudential's sole responsibilities relate to
the execution, clearing and bookkeeping of transactions in Accounts, to the extent of Prudential's actual involvement therewith.
EXCEPT AS REQUIRED BY APPLICABLE LAW, PRUDENTIAL SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
Prudential acts as agent, and not as principal, for Customer's futures and commodity options transactions which are effected on
exchanges. Additionally, Prudential may utilize third party brokers to assist in the execution and clearance of certain Contracts on
certain exchanges. In these circumstances, Prudential does not guarantee the performance or obligations of any third party to
Customer's exchange -traded contract transactions. Moreover, Prudential shall have no responsibility or liability to Customer: (a) in
connection with the performance or non-performance by any contract market, clearing house, clearing firm or other third party
(including custodians and banks) of such entity's obligations in respect of any Contract or other property of Customer's; (b) as a
result of any delay in the performance or non-performance of any of Prudential's obligations hereunder caused directly or indirectly
by the occurrence of any contingency beyond the control of Prudential including, but not limited to, the unscheduled closure of any
exchange or contract market or any delay in the transmission of any orders due to breakdowns or failures of any transmission,
trading or communication system.
12. INDEMNIFICATION
Customer shall indemnify and hold harmless Prudential, its directors, officers, employees, agents and affiliates from and against all
claims, damages, losses and costs (including reasonable attorneys' fees) incurred by Prudential in connection with: (a) any failure
by Customer to perform its obligations under this Agreement and any exercise by Prudential of its rights and remedies hereunder;
(b) any failure by Customer to comply with Applicable Law; (c) any action reasonably taken by Prudential or its affiliates or agents
to comply with Applicable Law; and (d) any reliance by Prudential on any instruction, notice or communication that Prudential
reasonably believes to originate from a person authorized to act on behalf of Customer.
13. LIQUIDATION OF OFFSETTING POSITIONS
Prudential shall liquidate any Contract for which an offsetting order is entered by Customer, unless Customer instructs Prudential
not to liquidate such Contract and to maintain the offsetting Contracts as open positions; provided, that Prudential shall not be
obligated to comply with any such instructions given by Customer if Customer fails to provide Prudential with any representations,
documentation or other information reasonably requested by Prudential, or if, in Prudential's reasonable judgment, any failure to
liquidate such offsetting Contracts against each other would result in a violation of Applicable Law.
14. REPORTS AND OBJECTIONS
All written and oral reports related to the Accounts, including but not limited to confirmations and purchase and sale statements,
provided to Customer shall be conclusive and binding on Customer unless Customer notifies Prudential of any objection as follows:
(a) in the case of any oral communication, at the time such report is given to Customer; and (b) in the case of any written
communication, before the opening of trading on the business day following the day on which Customer received such
communication; provided that with respect to monthly statements Customer may notify Prudential of any objection thereto within
five business days after receipt of such statement.
15. TERMINATION
This Agreement may be terminated at any time by Customer or Prudential by written notice to the other; provided, however, that
any such termination shall not affect any rights, liabilities or obligations already in existence at the time of such notice. In the event
that such notice is provided, Customer shall either close out open positions in the Accounts or arrange for such open positions to
be transferred to another futures commission merchant. Upon satisfaction by Customer of all of Customer's obligations and debts
to Prudential, Prudential shall transfer to another futures commission merchant all Contracts, if any, then held in the Accounts, and
shall transfer to Customer or to another futures commission merchant, as Customer may instruct, all cash, securities and other
property held in the Accounts. In the event of a transfer of positions, Customer may be responsible for half turn commissions in
Prudential's sole discretion.
581065 (Rev 01) Page 15 of 31
16. RECORDING
Customer understands that telephone conversations between Customer and Prudential may, in Prudential's discretion, be
recorded. Customer hereby agrees and consents to such recording, with or without the use of an automatic tonal warning device,
and waives any right Customer may have to object to the use or admissibility into evidence of such recording in any legal
proceeding.
17. INSTRUCTIONS, NOTICES AND OTHER COMMUNICATIONS
All instructions, notices and other communications permitted hereunder may be oral unless required to be in writing by this
Agreement. Customer authorizes Prudential to purchase and sell Contracts in accordance with Customer's oral and written
instructions. Customer hereby waives any defense that such instructions were not in writing, even if a writing may be required
under Applicable Law. All instructions, notices and other communications, other than instructions to purchase or sell Contracts,
shall be addressed as follows: (a) if to Prudential: to the office manager of the Prudential office where Customer's Accounts are
located; (b) if to Customer, at the address indicated on the Account Application and Information form accompanying this
Agreement.
18. NO WAIVER
No failure on the part of Prudential to exercise, and no delay in exercising, any contractual right will operate as a waiver thereof,
nor will any single or partial exercise by Prudential of any of its rights and remedies hereunder preclude any other or future
exercise thereof or the exercise of any other partial right.
19. GOVERNING LAW
The interpretation and enforcement of this agreement and the rights, obligations and remedies of the parties shall be governed by
and construed in accordance with the laws of the state of New York, without regard to principles of choice of law.
20. CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL AND STATUTE OF LIMITATIONS
Customer submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the
Southern District of New York with respect to any proceeding arising out of or relating to this Agreement or any transaction in
connection herewith. Customer consents to the service of process by the mailing to Customer of copies of such court filing by
certified mail to the address of Customer as it appears on the books and records of Prudential, such service to be effective ten
days after mailing.
CUSTOMER IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
ANY ACTION ARRSSING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT BY CUSTOMER WITHIN ONE
YEAR OF THE CAUSE OF ACTION ARISING, PROVIDED HOWEVER, THAT ANY ACTION BROUGHT UNDER THE
PROVISION OF SECTION 14 OF THE COMMODITY EXCHANGE ACT BY A PERSON WHO WAS NOT AT THE TIME OF THE
ANIVERSARY OF THE CAUSE OF ACTION OR EARLIER, AN ELIGIBLE CONTRACT PARTICIPANT PERSUANT TO
SECTION 1a(12) OF THE COMMODITY EXCHANGE ACT, MAY BE BROUGHT AT ANY TIME WITHIN TWO YEARS AFTER
THE ACUSE OF ACTION ACCRUES.
21. SEVERABILITY
If any provision of this Agreement, is or at any time becomes inconsistent with any present or future Applicable Law, the
inconsistent provision shall be deemed superseded or modified to confirm with such law, rule or regulation but in all other respects
this Agreement shall continue and remain in full force and effect.
22. BINDING EFFECT
This Agreement shall be binding on and inure to the benefit of the parties, their successors and permitted assigns. This Agreement
and the obligations of the Customer may not be assigned by Customer without the prior written consent of Prudential and any such
attempt at assignment without such consent of Prudential shall be ineffective. Prudential shall have the right to transfer or assign
this Agreement (and thereby the Accounts) to any successor entity or to another properly registered futures commission merchant
provided Prudential has given customer written notice of such proposed transfer or assignment and Customer does not, within
three business days of receipt of such notice, give Prudential other instructions as to the disposition of the Accounts.
23. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and supersedes any prior agreements between the parties as
to the subject matter hereof. No provision of this Agreement shall in any respect be waived, altered, modified, or amended unless
such waiver, alteration, modification or amendment is signed by the party against whom such waiver, alteration, modification or
amendment is to be enforced. Capitalized terms appearing in ancillary documents such as the Authorization to Transfer Funds,
Cross Trade Consent, Arbitration Agreement, Partnership Account Authorization, Certified Customer Resolutions, Hedge Account
Agreement or Limited Power of Attorney, shall have the meanings ascribed herein.
24. MODIFICATIONS
Any modifications to this Agreement must be in writing and accepted by Prudential in writing and no officer or employee of
Prudential is authorized to make any representation contrary to, or inconsistent with, this Agreement,
581065 (Rev 01) Page 16 of 31
Doc. ID
CUSTOMER ACKNOWLEDGEMENTS 10
(Please Check The Appropriate Boxes with an "X" Where Applicable):
I. Acknowledgement of Risk Disclosure Doc. ID
2s
Customer hereby acknowledges and represents that it has received, read and understands the Risk
Disclosure Statement for Futures and Options in the form prescribed by the CFTC and, if applicable, the
Disclosure required by CFTC Rule 1.46(e)(1) separately furnished to me by Prudential.
II. Authorization to Transfer Funds Doc. ID
32
El
Within Customer's Account, are several types of sub accounts established for regulatory purposes relating to
customer protection. Customer's assets may be maintained in either a "Segregated Account", or a "Separate"
or a "Non -Segregated Account". Customer's Segregated Account is utilized for all customer assets deposited
by Customer with Prudential for margin related to futures contracts transactions on U.S. Exchanges.
Customer's Separate and Non -Segregated Accounts are utilized for all customer assets deposited by
Customer with Prudential for margin related to futures contracts transactions on non-U.S. Exchanges or for
obligations associated with over-the-counter transactions involving Prudential Bache Commodities, LLC.
CUSTOMER HEREBY AUTHORIZES PRUDENTIAL, AT ANY TIME AND FROM TIME TO TIME, WITHOUT
PRIOR NOTICE, TO TRANSFER BETWEEN CUSTOMER'S SEGREGATED ACCOUNT, OR
CUSTOMER'S SEPARATE OR NON -SEGREGATED ACCOUNT SUCH FUNDS, EQUITIES, SECURITIES,
AND/OR OTHER PROPERTY AS IN PRUDENTIAL'S JUDGMENT MAY BE REQUIRED FOR MARGIN, OR
TO REDUCE OR PAY IN FULL ANY DEBIT BALANCE AND/OR TO REDUCE OR SATISFY DEFICITS IN
ANY OTHER ACCOUNTS. PRUDENTIAL AGREES, HOWEVER, THAT WITHIN A REASONABLE TIME
AFTER MAKING ANY SUCH TRANSFER, PRUDENTIAL WILL CONFIRM THE SAME IN WRITING TO
THE UNDERSIGNED.
Ill. Consumer Credit Information for Customers who are Natural Persons Doc. ID
5a
❑ I understand that, in connection with the execution of this Agreement, Prudential must obtain a consumer
report to assess and verify my profile information, and to comply with relevant federal and state statutes and
regulations.
By signing below, I am authorizing Prudential to obtain a consumer report about me for the purposes of
assessing my profile information, and complying with any applicable laws and regulations. I also authorize
Prudential to obtain additional consumer reports about me for these purposes at any time during the term of
the Agreement. Accordingly, I authorize any consumer reporting agency acting on Prudential's behalf to
furnish any consumer report that Prudential requests. I agree that a facsimile or photographic copy of this
authorization shall be valid as the original.
IN WITNESS WHEREOF, Customer has executed this Agreement on the date indicated below. (all general partners
should sign)
Customer flame (for entity)
By:
Print Name and Title
By:
Print Name and Title
By:
Print Name and Title
581065 (Rev 01) Page 17 of 31
Signature
Signature
Signature
Date
Date
Date
►� FUTURES
WACHOVIA ACCOUNT DOCUMENTS
Commodity futures products and services are carried and cleared through Prudential Bache Commodities, LLC, a Prudential company.
Branch Account No. FA Doc. ID
36
INTERNAL USE ONLY
The attached forms package is divided into two parts: Part 1 contains important risk warnings and
material disclosures. Part 2 contains documentation to open a Futures Account at Prudential Bache
Commodities, LLC.
If you have any questions concerning the content or use of the forms, please contact your Financial
Advisor.
For Wachovia Securities Use Only For PBCL Use Only
Client N e (Print)
1
anager Signat re Date
t'0tTT
PBCL Compliance Review
Account Number
FA Number
Date
581065 (Rev 01) Page 1 of 31
SIGNATURE CERTIFICATE — Cash/Securities Transactions
The City of Vernon certifies that the following individuals are authorized and
empowered to act on behalf of the City, pursuant to City Council Resolution No.
7296, in regards to the City's cash management and cash transfer functions within
the brokerage account(s) held with Wachovia Securities LLC for energy hedging
and the signatures set forth below opposite each of their names are their true and
genuine signatures.
AUTHORIZED NAMES:
Donal O'Callaghan
Director of Utilities
Eric T. Fresch
City Administrator
Sharon L. Johmsaa
City Treasurer
SIGNATURES:
ZZ
In witness whereof, I have hereunto affixed my hand and seal of the City this day
::4 of - ,_ , 2008.
Manuela Giron, City!'Clerk
SIGNATURE CERTIFICATE — Energy Transactions
The City of Vernon certifies that the following individuals are authorized and
empowered to act on behalf of the City, pursuant to City Council Resolution No.
7296, in regards to the City's energy hedging account(s) with Wachovia Securities
LLC for natural gas and power via futures, options, basis swaps and physical
transactions and the signatures set forth below opposite each of their names are
their true and genuine signatures.
AUTHORIZED NAMIES:
Donal O'Callaghan
Director of Utilities
Eric T. Fresch
City Administrator
SIGNATURES:
e,
r
In witness whereof, I havehereunto affixed my hand and seal of the City this
day__"',', -of r , 2001!
fr
Manuela Giron, City Clerk
w-9
Request for Taxpayer
Give form to the
Form
(Rev. October 2007)
Identification Number and Certification
requester. Do not
Department of the Treasury
- _ -
send to the IRS.
Internal Revenue Service
Na a (as showjn�o°ur i come tax retur
ala
M
0-
Business p me, if different from above
C
O
a 2
Check appropriate box: ElIndividual/Sole proprietor ❑ Corporation ❑ Partnership
Exempt
El
vEl
Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ► _ _ - _ _ _ _
payee
p
Cher (see instructions) ► 1; - w, W
a2
(number, street, and ap}y..ot; suite no.)
Requester's name and address (optional)
Kdoress
�
a
Ci y, tate, nd ZIP cTe
y'
List account number(s) here (optional)
FOM Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer r entification number
number to enter. `f ; //�,rnw
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign Signature of�
Here U.S. person ► Date ►
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt; or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
301.7701-7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231 X Form w-9 (Rev. 10-2007)
INSTRUCTIONS
For All Accounts:
Please sign the following, make a copy for your own records and return originals to your Financial Advisor:
Page 3 - 8 Risk Disclosure Statement for Futures and Options
Page 10 11 Account Application & Information
Page 12 - 17 Customer Agreement (sign on page 17)
Page 23 Arbitration Agreement
Page 31 Transfer of Funds
For U.S. Citizens and Entities:
Separate document W-9 Request for Taxpayer Identification Number and Certification (U.S. Citizens/Entities)
For non-U.S. Citizens and Entities:
Separate document W-8 BEN Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding (Non-U.S. Entities)
For Joint Accounts:
Page 18 Joint Account Agreement (all parties must sign)
For Corporate and Limited Liability Company Accounts:
Page 19 - 20 Certified Resolutions
Either affix corporate seal or provide copy of articles and bylaws or operating agreement
For General and Limited Partnerships:
Page 21 Partnership Account Authorization (each General Partner will need to sign the document)
For Trusts:
Page 22 Copy of the Fiduciary Certification of Investment Powers
Hedge Accounts:
Page 24 Hedge Agreement
For Accounts with Power of Attorney:
Page 25 Power of Attorney
Account Guaranty:
Page 26 - 27 Guaranty Agreement
Technology Matters:
Page 28 Consent to Electronic Delivery of Confirmations
Page 29 - 30 Futures Direct Agreement (note all customers who execute the Consent to Electronic
Delivery of Confirmations should also execute the Futures Direct Agreement)
581065 (Rev 01) Page 2 of 31
581065 (Rev 01) Page 3 of 31
Doc. ID
28
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 transaction costs. If you are contemplation purchasing
deep -out -of -the -money options, you should be aware
1. Effect of "Leverage" or "Gearing" that the chance of such options becoming profitable
Transactions in futures carry a high degree of risk. The ordinarily is remote
amount of initial margin is small relative to the value of
the futures contract so that transactions are "leverage" 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
581065 (Rev 01) Page 4 of 31
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 of
Futures above). If the option is "covered" by the seller
holding a corresponding position in the underlying
interest or a futures 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 futures, 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.
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, executions, matching, registration or
clearing of trades. As with all facilities and systems, they
are vulnerable to temporary disruption or failure. Your
6. Deposited cash and property
ability to recover certain losses may be subject to limits
You should familiarize yourself with the protections
on liability imposed by the system provider,, the market,
accorded money or other property you deposit for
the clearinghouse and/or member firms. Such limits
domestic and foreign transactions, particularly in the
may vary: you should ask the firm with which you deal
event of a firm insolvency or bankruptcy. The extent to
for details in this respect.
which you may recover your money or property may be
governed by specific legislation or local rules. in some
11. Electronic trading
jurisdictions, property which had been specifically -
Trading on an electronic trading system may differ not
identifiable as your own will be pro -rated in the same
only from trading in an open -outcry market but also from
manner as cash for purposed of distribution in the event
trading on other electronic trading systems. If you
of a shortfall.
undertake transactions on an electronic trading system,
you will be exposed to risks associated with the system
7. Commission -and other charges
including the failure of hardware and software. The
Before you begin to trade, you should obtain a clear
result of any system failure may be that your order is
explanation of all commission, fees and other charges
either not executed according to your instructions or is
for which you will be liable. These charges will affect
not executed at all.
your net profit (if any) or increase,your loss:
12. Off -exchange transactions
8. Transactions in other jurisdictions
In some jurisdictions, and only then in restricted
Transactions on markets in other jurisdictions, including
circumstances, firms are permitted to effect off -exchange
markets formally linked to a domestic market, may
transactions. ,The firm with which you deal maybe
expose you to additional risk. Such markets may be
acting as your counterparty to the transaction. It may be
subject to regulation which may offer different or
difficult or impossible to liquidate, an existing position, to
diminished investor protection. Before you trade you
assess the value, to determine a fair price or to assess
should inquire about any rules relevant to your particular
the exposure to risk. For these reasons, these,
transactions. Your local regulatory authority will be
transactions may involve increased, risks. Off -exchange
unable to compel the enforcement of the rules of �
transactions may be; less regulated or subject to a
regulatory authorities or markets in other jurisdictions
separate regulatory regime. Before you undertake such
where your transactions have been effected. You
transactions, you should familiarize yourself with
should ask the firm with which you deal for details about
applicable rules and attendant risks.
Disclosure Pursuant to
Commodity Futures Trading, Commission
Rule 1'.46(e)
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.
581065 (Rev 01) Page 5 of 31
Doc. ID
28
Privacy of Information
Pursuant to CFTC Regulation Part 160, Prudential is providing this statement' regarding privacy of consumer financial
information to individuals who obtain financial products or services primarily for' ersonal- family or household' purposes
from the institutions listed below:
Prudential BacheCommodities, LLC
Pru Global Securities, LLC
PB Financial Services, Inc.
Prudential-Bache Global Markets, Inc.
Prudential collects nonpublic personal' information about you from the following sources: -
• Information Prudential receives from you on account applications or other forms;
• Information about yourtransactions with us, our affiliates or others; and
• Information Prudential receives'from a consumer -reporting agency.
Prudential does not disclose any nonpublic personal information about our customers or former customers to anyone,
except as permitted by law.
Prudential` restricts access to nonpublic personal information about you to those employees who need to know that
information to provide products or services to you. Prudential maintains physical, electronic and procedural safeguards to
comply with the federal standards to safeguard your nonpublic personal information.
PATRIOT ACT
To help the government fight the funding of terrorism and money laundering activities, Prudential Bache Commodities,
LLC is required to obtain, verify and record information on each person who opens an account. This verification process
will take place as you open your account. Once verification is completed, Prudential Bache Commodities, LLC will be
able to fully service and maintain the account.
Pursuant to CFTC Regulation Part 160, Prudential is providing this statement regarding privacy of consumer financial
information to individuals.
Customer Identification Requirements*
Domestic Accounts (accounts opened through a United States Branch Office)
Natural Persons - All should supply full name, date of birth and address (residence or business — not a "PO Box) and
social security number:
• US Citizen - No additional documentation unless specifically requested.
• Non -US Citizen — Copy of a governmentt issued document that includes individual's photograph. Social security-
number only if available:
Institutions — All should supply full name, place of organization, place of business, tax identification number and financial
statements:
• Domestic Institutions — should also supply either certified articles of organization (articles of incorporation for
corporation, partnership agreement for partnerships, operating agreement for limited liability companies, or trust
agreement for trusts) or state -issued business licenses. Companies whose shares are traded on a nationally
recognized securities exchange may be exempted.
* Prudential's Customer Identification Policies may require additional documentation that may subsequently requested.
581065 (Rev 01) Page 6 of 31
Doc. ID
28
Notice to Foreign Traders and Brokers
Commodity Futures Trading
Commission Regulation 15.05.
The following Notice is directed to Foreign Traders and Brokers pursuant to Commodity Futures Trading Commission Regulation 15.05.
Designation of a Futures Commission Merchant or Introducing Broker to be the Agent of Foreign Brokers, Customers of Foreign
Brokers and Foreign Traders.
(a) For purposes of this section the term "futures contract" means any contract for the purchase or sale of any commodity for future
delivery traded or executed on or.subject to the rules of any contract market; The term "option contract" means any contract for the
purchase or sale of a commodity option traded or executed on or subject to the rules of any contract market; the term "customer"
means any person formhose benefit a foreign broker makes or causes to bemadeany futures contract or option contract; and the term
"communication"zmeans any summons, complaint, order, subpoena, special call, request for information, or notice, as well as any other
written document or correspondence.
(b) Any futures commission merchant who makes or causes to be made any futures contractor option contract for the account of any
foreign broker or foreign trader, and any introducing broker who introduces such an account to a futures commission merchant, shall
thereupon be deemed to be the agent of the foreign broker or the foreign trader for purposes of accepting delivery and service of any
communication issued by or on behalf of the Commission to the foreign broker or the foreign trader with respect to any futures or option
contracts which are or have been maintained in such accounts carried by the futures commission merchant. In the case of a futures
commission merchant who makes or causes to be made any futures or option contract for the account of a foreign broker, the futures
commission merchant and the introducing broker, if any, shall also be the agent of the customers of the foreign broker (including any
customer who is also a foreign broker and its customers) who have positions in the foreign broker's futures or option contract account
carried by the futures commission merchant for purposes of accepting delivery and service of any communication issued by or on
behalf of the Commission to the customer with respect to any futures or option contracts which are or have been maintained. in such
accounts carried by the futures commission merchant. Service or delivery of any, communication issued by or on behalf of the
Commission to a futures commission merchant or to an introducing broker pursuant to such agency shall constitute valid and effective
service or delivery upon the foreign broker, a customer of the foreign broker 'or the foreign trader. 'A futures commission merchant or an
introducing broker who has been served with, or to whom there has been delivered, a communication issued by or on behalf of the
Commission to a foreign broker, a customer of the foreign broker or the foreign trader shall transmit the communication promptly and in
a manner which is reasonable under the circumstances, or in a manner specified by the Commission in the communication, to the
foreign broker, a customer of the foreign broker or the foreign trader.
(c) It shall be unlawful for any.futures commission merchant and for any introducing broker to open or cause to be opened a futures or
options contract account for, or to effect or cause to be effected transactions in futures contracts or option contracts for an existing
account of, a foreign broker or foreign trader unless the futures commission merchant or introducing. broker informs the foreign broker
or foreign trader prior thereto, in any reasonable manner which the futures commission merchant or introducing broker deems.to be
appropriate, of the requirements of this section.
(d) The requirements of paragraphs (b) and (c) of this section shall not apply to any account carried by a futures commission merchant
or introduced by an introducing broker if the foreign broker, customer of a foreign broker, or foreign trader for whose benefit such
account is carried or introduced has duly executed and maintains in effect a written agency agreement in compliance with this
paragraph with a person domiciled in the United States and has provided a copy of the agreement to the futures commission merchant
and to the introducing broker, if any, prior to the opening of an account, or placing orders for transactions in futures contracts or option
contracts of an existing account, with the futures commission merchant or introducing broker. This agreement must authorize the
person domiciled in the United States to serve as the agent of the foreign broker and customers of the foreign broker or the foreign
trader for purposes of accepting delivery and service of all communications issued by or on behalf of the Commission to the foreign
broker, customers of the foreign broker, or foreign trader and must provide an address in the United States where the agent will accept
delivery and service of communications from the Commission. This agreement must be filed with the Commission by the futures
commission merchant or introducing broker prior to opening of an account for the foreign broker or foreign trader or the effecting of a
transaction in futures or option contracts for an existing account of a foreign broker or foreign trader. Unless otherwise specified by the
Commission, the agreements required to be filed with the Commission shall be filed with the Secretary of the Commission at Three
Lafayette Centre, 1155 21st Street, N.W., Washington, D.C. 20581. A foreign broker, customer of a foreign broker, or foreign trader
shall notify the Commission immediately if the written agency agreement is terminated, revoked or is otherwise no longer in effect. If a
futures commission merchant carrying, or an introducing broker introducing, an account for a foreign broker or foreign trader knows or
should know that the agreement has expired, has been terminated or is otherwise no longer in effect, the futures commission merchant
or introducing broker shall notify the Secretary of the Commission immediately. If the written agency agreement expires, terminates or
is not in effect, the futures commission merchant, introducing broker, and the foreign broker, customers of the foreign broker, or foreign
trader are subject to the provisions of paragraphs (b) and (c) of this section.
Customer also understands CFTC Regulation 21.03 requires Customer to provide to the CFTC upon special call, market information
concerning Customer's options and futures trading as outlined in the regulation. If Customer fails to respond to the special call, the
CFTC may direct the appropriate contract market and all brokers to prohibit further trades for or on behalf of Customer in the contract
specified in the call unless such trades offset existing open contracts. Special calls are made where the information requested would
assist the CFTC in determining whether a threat of market manipulation existed. Under Regulation 21.03(g) if Customer believes it is
aggrieved by the action taken by the CFTC Customer shall have the opportunity for a prompt hearing after the Commission acts.
581065 (Rev 01) Page 7 of 31
ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS DISCLOSURE STATEMENT*
Electronic trading and order routing systems differ from traditional open outcry pit trading and manual order routing methods.
Transactions using an electronic system are subject to the rules and regulations of the exchange(s) offering the system and/or listing
the contract. Before you engage in transactions using an electronic system, you should carefully review the rules and regulations of the
exchange' offering the system and/or listing contracts you intend to trade.
DIFFERENCES AMONG ELECTRONIC TRADING SYSTEMS
Trading or routing orders through electronic systems varies widely among the different electronic systems. You should consult rules
and regulations of the exchange offering the electronic system and/or listing the contract traded or, order routed to understand, among
other things, in thecase of trading systems, the system's order matching procedure, opening and closing procedures and prices, error,
trade policies, and trading limitations or requirements; and in the case of all systems, qualifications for access and grounds for
termination and limitations on the -types of orders that may be entered into -the system. Each of these matters may present different risk
factors with respect to trading on or using a particular system. Each system may also present risks related to system access, varying
response times, and security. In the case of Internet -based systems, there may be additional types of risks related to system access,
varying response times and security, as well as risks Aied to service providers and the, receiptan`d monitoring of electronic mail.
RISKS ASSOCIATED WITH SYSTEM FAILURE.,
Trading through an electronic tradingor order routing. system exposes you to risks associated with system or component failure. In the
event of system or component failure; it is possible that, for a certain time period, you may not be. able to enter new orders, execute
existing orders, or modify or cancel orders that were previously entered. System or component failure may also result in loss of orders
or order priority.
SIMULTANEOUS OPEN OUTCRY PIT AND ELECTRONIC TRADING
Some contracts offered on an electronic trading system may be traded electronically, and through open outcry during the
same trading hours. You should review the rules and regulations of the exchange, offering the system and/or listing the
contract to determine how orders that. do not designate a particular process will be executed.
LIMITATION OF LIABILITY
Exchanges offering an electronic trading or order routing system and/or listing the 'contract may have adopted rules to limit their_ liability,
the liability of FCMs, and software and communication system vendors and the amount of damages you may collect for system failure
and delays. These limitations of liability provisions varyamong the exchanges. You should consult the rules and regulations of the
relevant exchange(s) in order to understand these liability limitations
581065 (Rev 01) Page 8 of 31
581065 (Rev 01) Page 9 of 31
ACCOUNT APPLICATION AND INFORMATION
Branch
Accoun t No.
FA
Doc. ID
36
INTERNAL USE ONLY
fti
2' Trading Information
fire
gp
4
^�-
Does any th|nJ-pm�y Advisor mxmnc�mdiscretionary authpdtyovmrthe Accounts? ' El Yes L�^�o
�N
Bonk Reference/Financial Information �Jff—
|ndividua[oDate ofBirth: |ndividua|'oOooupaUon:
Total Annual Income:
Total Assets' :
Total LiabUitiau^:
Liquid Assets Canh/CaahEqukmle"t"»:
Liquid Assets MarketableSoouritioa-:
Liquid Assets Description n:
Bank Name:
Bank Address:
Account Name and Number:
Contact Name:
Wire -Transfer Instructions:
For institutions, please enclose a copy of Customer's most recent audited financial statements.
5. Customer Type (Check applicable boxes)
Commodity Pool F� Bank
Partnership Mutual Fund E] Insurance Company
Trust E] ER|SA 0 Individual
L� Limited Liability Company LQ^"Jhar:
k4tinil
, onm�mhome mmnumvn�nmnu
Excluding home mortgage.
,Am part of Total Assets /listed above.
-uwvks, bonds, mutual funds, etc.
6. Account Type (Check one)
❑ Speculative. All orders for the Account will represent speculative transactions.
edge. Unless Customer notifies Prudential to the contrary, all orders.for the Account will represent bona fide
hedging transactions as defined in CFTC Regulations.
7. Reporting Information ,
Please provide the names and locations of any persons or entities having a financial interest of 10% or more in the
v Accounts:
8. Registration
Customer has reviewed the registration requirements of the Commodity Exchange Act and the membership requirements
of the National Futures Association ("NFA") relating to commodity pool operators and commodity trading advisors, futures
j commission merchants, introducing broker, and Customer (please check one):
P'-<oes not engage in activities requiring registration:
❑ is appropriately registered with the Commodity Futures Commission ("CFTC') and is a member of the NFA; or
❑ is exempt from CFTC- registration requirements and NFA membership requirements and has filed all notices of
eligibility and "other required documents in connection therewith..
Customer certifies that the information and the financial statements provided by Customer are true and correct. Customer
authorizes Prudential to contact such banks, financial institutions and credit agencies as Prudential shall deem_
appropriate to verify, the financial information provided by Customer in connection with the opening and maintenance of its
Accounts.
i CUSTOMERAGREES TO NOTIFY PRUDENTIAL IMMEDIATLEY IN THE EVENT ANY INFORMATION CONTAINED
j HEREIN CHANGES
Customer Name Date
Signature:
i
For joint accounts both parties must sign.
Signature:
i
Name:
Signature:
l Name:
581065 (Rev 01) Page 11 of 31
Prudential Bache Commodities, LLC
Futures Account Agreement
Branch
Account No.
FA
Doc. ID
1p_
INTERNAL USE ONLY
In consideration of Prudential Bache Commodities, LLC ("Prudential") agreeing to act as broker or principal, as applicable, in
connection with the undersigned's (hereinafter, "Customer") transactions in domestic, and foreign futures contracts, physical
commodities, exchanges for physical commodities ("EFP"), options on domestic and foreign futures contracts and physical
commodities, foreign exchange instruments and contracts, spot contracts, swaps, swap options, or other derivatives on one or more
rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic
indices or measures of economic risk,or value or other benchmarks against.which.payments or deliveries are to be made (hereinafter,.
collectively referred to as "Contracts"), all for the account and risk of Customer, Customer hereby agrees and consents as follows:
APPLICABLE LAW
All accounts maintained by Customer with Prudential (hereinafter, the "Accounts"), and all Contracts and agreements in respect of
such Accounts shall be subject to: (a) the terms and conditions of .this Futures Account Agreement (hereinafter, the "Agreement");
(b) the laws, regulations, rules and interpretations of any applicable governmental, regulatory or self -regulatory authority, exchange
or clearing house; and (c) the custom and usage of trade, as in force from time to time (hereinafter, collectively referred to as
"Applicable Laws').
2. CUSTOMER'S REPRESENTATIONS AND WARRANTIES
Customer represents and warrants that:
a. Customer is authorized and empowered to enter into this Agreement and to engage in and effectuate transactions in Contracts
as contemplated hereby by its: (i) enabling documents; (ii) internal policies and procedures;. and (iii) Applicable Law.
b. Customer, after due consideration, has determined that conducting transactions in Contracts is a prudent and appropriate
activity for Customer in light of Customer's financial status and investment objectives, and that all'transactions that Customer
will enter into pursuant to this Agreement will be in compliance with Customer's: (i) enabling documents, (ii) internal policies
and procedures; and (iii) Applicable Law.
c. Prudential will not be acting as a fiduciary with respect to Customer, its Accounts, or its transactions in Contracts. Neither
Prudential nor any of Prudential's employees shall have discretionary control or authority over any decisions made by or on
behalf of Customer in respect of Customer's Accounts (except as may be provided by a power of attorney separately executed
by Customer and delivered to Prudential). Moreover, the research, analyses and investment advice that Customer may from
time to time.receive from Prudential in connection with the, operation of the Accounts established hereunder will not serve as a
primary basis for any investment or trading decision by Customer. All such investment and trading decisions will be made
independently by Customer and/or Customer's duly appointed commodity trading advisor or investment adviser (hereinafter,
"Advisor"), if any.
d. Prudential will be entitled to rely on any instructions, notices and communications that it reasonably believes to have originated
with Customer or an individual authorized to act on behalf of Customer, including but not limited to Customer's Advisor if any,
or any individual identified in writing by Customer as authorized to act on its behalf, and Customer shall be bound thereby.
Where Customer has executed a Power of Attorney, Prudential shall not.be held responsible for any of Customer's instructions
until or unless Customer effectively revokes any power of attorney granting the Advisor authority to purchase or sell
Contracts.
e. Customer will not, either alone or in combination with others, violate any position or exercise limit established by or under
Applicable Law. Customer will immediately notify Prudential of any positions for which Customer is required to file any position
or large trader reports under Applicable Law.
f. Customer will review any and all statements, reports, confirmations and other notices and communications received from
Prudential upon receipt thereof and promptly notify Prudential of any objection thereto. Any such objection, if given verbally to
Prudential, shall be confirmed promptly in writing.
g. If Customer is an entity subject to the registration requirements of the Commodity Futures Trading Commission ("CFTC") and
National Futures Association ("NFA"), Customer has. reviewed the pertinent registration regulations and determined that
Customer and its Advisor(s), if any, are in compliance with such regulations, to the extent applicable.
h. If Customer is an employee benefit plan or other entity that is subject to the Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder ("ERISA"), or is an entity subject to similar state laws and the
regulations promulgated thereunder ("Benefit Plan"), Customer represents and warrants that: (i) neither Prudential nor any of
its agents, employees or affiliates have been given any discretionary authority or control respecting the management or
disposition of the assets of the Benefit Plan or the Accounts; (ii) neither Prudential nor any of its agents, employees or affiliates
exercise any authority or control respecting management or disposition of the assets of the Benefit Plan or•Accounts; and (iii)
neither Prudential nor any of its agents, employees, or affiliates are fiduciaries, as that term is defined in ERISA or similar state
laws, as to the Benefit Plan or Accounts with respect to the transactions contemplated by this Agreement or in any other
capacity. Customer shall immediately notify Prudential of the termination of the Benefit Plan, or the filing by Customer or any
governmental body or agency of a notice of intent to terminate, or the inability of Customer to pay benefits under the Benefit
Plan when due.
581065 (Rev 01) Page 12 of 31
If Customer is not a citizen or resident of the United States, Customer has been informed by Prudential of the CFTC's
regulations concerning the designation of a futures commission' merchant as the agent of foreign brokers, customers of foreign
brokers and foreign traders for certain purposes as set forth in CFTC Regulation section 15.05 and concerning special calls for
information from futures commission merchants, foreign brokers and members of contract markets as set forth in CFTC
Regulation section 21.03.
j. The information provided by Customer in the accompanying Account Information and Application form and any financial
statements submitted to Prudential are true, complete and correct. Customer shall immediately notify Prudential in writing if
any such information changes in any material respect or if any of the foregoing representations and warranties ceases to be
true, complete and correct.
3. ORDER ENTRY AND PROCESSING
a. Acceptance of Orders and Carrying of Positions. Prudential shall have the right to limit the size and number of open
Contracts (net or gross) that Prudential will at any time execute, clear and/or carry for Customer with respect to the Accounts,
to require Customer to reduce open Contracts carried with Prudential, and to refuse acceptance of orders to establish new
Contracts. Unless specified by Customer, Prudential may designate the exchange or other contract markets (including without
limitation, any designated contract markets, electronic trading facilities or derivatives transaction execution facilities) on which
it will attempt to execute orders.
b. Transmission of Orders to Prudential Foreign Affiliates. If Customer has been approved by Prudential for the
transmission of orders directly to affiliates of Prudential located outside the United States (the "Prudential Foreign Affiliates"),
for execution and clearance on non-U.S. exchanges, Customer acknowledges and agrees that: (i) it will transmit orders
directly to Prudential Foreign Affiliates identified by Prudential only in accordance with any conditions or instructions furnished
by Prudential and solely for Customer's Accounts; (ii) any orders transmitted by Customer to a Prudential Foreign Affiliate will
be executed and cleared through omnibus accounts maintained by the appropriate Prudential Foreign Affiliate in the name of
Prudential and not for an account of Customer with the Prudential Foreign Affiliates; and (iii) notwithstanding its transmission
of orders to the Prudential Foreign Affiliates, Customer will continue to be a customer of Prudential and will not be a customer
of the Prudential Foreign Affiliate.
c. Give -Ups. Absent a separate written agreement with Customer, or with any Advisor on behalf of Customer regarding give -
ups, Prudential, in its sole discretion, may but shall not be obligated to accept Contracts from other brokers executed for
clearance and carrying in the Accounts. If Prudential and Customer enter into a separate written give -up agreement, this
Agreement will control in the event of a conflict between this Agreement and such give -up agreement.
d. Introduced Accounts. In the event that Customer's account has been introduced to Prudential by another futures
commission merchant, introducing broker or foreign broker (`Broker"), that Broker is acting as Customer's agent and is not an
agent of Prudential's. Unless and until Prudential receives prior written notice from Customer, Customer hereby authorizes
Prudential to accept orders for execution and trades for clearance or any other directions associated with the Customer's
property in its Accounts(s) as effected by Broker. Customer explicitly agrees that Prudential is not responsible for inquiring
into the circumstances surrounding any transactions in Customer's account and Customer agrees to look solely to the Broker
for any damages claimed by the Customer, other than those directly caused by Prudential's gross negligence or willful
misconduct. Customer further acknowledges that Prudential pays a portion of its fees and commissions to the Broker.
e. Cross Trade Consent. Where in accordance with Applicable Law, Customer hereby consents to the execution of Customer's
orders such that Prudential, its officers, directors, employees, agents and any floor brokers utilized by Prudential may directly
or indirectly take the opposite side of Customer's orders.
4. RESEARCH, ANALYSES AND INVESTMENT ADVICE
If Customer receives any research, analyses or investment advice (collectively, "Advice") from Prudential, Customer hereby
acknowledges and agrees: (a) Prudential will be providing such Advice incidentally to its business as a futures commission
merchant; (b) although such Advice will be based upon information obtained from sources which Prudential believes to be reliable,
that information may nonetheless be incomplete and/or unverified, and hence Prudential can make no representation, nor provide
any assurance, as to the accuracy or completeness of its Advice; (c) both Prudential's Advice and the information upon which it is
based may change without notice to Customer; and (d) Prudential and its directors, officers, employees, agents and affiliates may
take or hold positions in, or advise other customers concerning Contracts that are the subject of Prudential's Advice to Customer,
and such positions and advice may be inconsistent with, or contrary to, the Advice given by Prudential to Customer.
5. MARGIN REQUIREMENTS
Customer agrees to deposit and maintain with Prudential .(or, if: applicable, in a third party custodial account established pursuant
to CFTC Financial and Segregation Interpretation No. 10) initial and variation margin,, premiums or other collateral, in such form
and amount as Prudential, in its reasonable discretion, may from time to time require.. Margin requirements established by
Prudential may.exceed applicable exchange minimum requirements. Additionally, should Prudential change the margin
requirements applicable to Customer's Accounts and/or the Contracts being maintained therein, such _change may apply to existing
Contract, positions, as well as new positions.
6. PRUDENTIAL'S SECURITY INTEREST
Any and all. Contracts, securities, cash, foreign currency, documents of title, investment, property, financial assets, securities or
commodities accounts, and/or tangible or intangible property of Customer, including all proceeds of the foregoing (collectively, the
"Collateral") held by Prudential or its agents or affiliates, including among others, Bache Financial Limited; PB Financial Services,
Inc., PB Finance, Ltd. Prudential-Bache Global Markets, Inc., or Pru Global Securities, LLC. On behalf of Customer, are hereby
pledged to Prudential and shall be subject to a general lien and security interest in Prudential's favor to secure Customer's
581065 (Rev 01) Page 13 of 31
indebtedness and obligations to Prudential, wherever and however arising, without regard to whether Prudential has made any
advances with respect to such Collateral. Customer hereby irrevocably appoints Prudential, as its attorney -in -fact with power of
substitution to execute any documents required for the perfection or registration of such general lien and security interest.
Customer will not cause or allow any of the Collateral held in its Accounts, whether now owned or hereafter acquired, to become
subject to any other liens or security interest of any kind, except for the security interest or lien of such Prudential affiliate, without
the express written approval of Prudential. Customer grants Prudential the right to borrow, pledge, repledge, hypothecate,
rehypothecate, loan or invest any of the'Collateral without any obligation to pay or to account to Customer for any interest, income
or benefit that may be derived therefrom, unless otherwise separately agreed in writing by Prudential and Customer. Prudential
shall be under no obligation to deliver to Customer the identical Collateral in the Accounts but shall only be obligated to deliver to
Customer Collateral of like or equivalent kind and amount. The rights of Prudential set forth above shall be qualified by any
applicable requirement for segregation of Customer's property under Applicable Law.
7. EVENTS OF DEFAULT; PRUDENTIAL'S REMEDIES
Prudential shall have the right (in addition to any other right or remedy it may have at law, in equity or under this Agreement), in the
event: (a) Customer fails to meet initial or maintenance margin, or collateral or premium requirements when due; (b) Customer fails
to perform its obligations respecting delivery, exercise or a notice of allocation of exercise, payment for delivery or settlement under
the Contracts held in its Accounts (c) Customer fails in any way to perform any of its other material obligations hereunder promptly
after receipt of notice of such failure; (d) there is material adverse change in Customer's financial condition (e) Customer files or
has filed against it a petition for liquidation, reorganization or the appointment of a receiver for a substantial portion of Customer's
assets under any bankruptcy, insolvency or other similar law; (f) Customer fails to pay its debts generally as they become due or
Customer makes an assignment for the benefit of creditors; (g) if Customer is a Benefit Plan; Customer files a notice of intent to
terminate with the Pension Benefit Guaranty Corporation (or other similar governmental agency), or receives a notice of intent to
terminate from the Pension Benefit Guaranty Corporation (or other similar governmental agency), or is unable to pay benefits
under the relevant Benefit Plan when due; and (h) Prudential in its reasonable discretion considers it necessary for its protection,
to: as applicable, sell, exercise, offset, buy -in or liquidate, as agent or for Prudential's own account and risk, any or all Contracts
and other Collateral maintained in Customer's Accounts, whether long or short, and to apply the proceeds thereof toward any and
all amounts payable by Customer to Prudential hereunder, borrow or buy any Contracts or other property for the Accounts, and to
cancel any orders for Customer's Accounts then outstanding. Any such liquidation, sale, purchase, borrowing or cancellation shall
be made in the discretion of Prudential through any commercially reasonable means whether by public auction, private transaction
or otherwise.
Any action referred to above may be taken only after Prudential has made reasonable efforts, under the circumstances, to contact
Customer (or its Advisor if applicable) prior to taking such action, provided that Prudential's position would not be adversely
affected thereby;' it being understood that no prior demand, margin call or notice of any kind from Prudential shall be considered a
waiver of Prudential's right to take any subsequent action without providing such prior demand, margin call or notice. In all cases,
Customer shall remain liable for and shall pay to. Prudential on demand the amount of any deficiency in Customer's Accounts, and
Customer shall reimburse, compensate and indemnify Prudential for any and all costs, losses, penalties, fines, taxes and damages
that Prudential may incur in collecting such deficiency or otherwise exercising its rights and remedies hereunder.
8. ACCOUNT CHARGES
With respect to every Contract purchased, sold or cleared for the Accounts, Customer shall pay Prudential upon demand and
Prudential hereby is authorized to charge Customer's Accounts for: (a) all brokerage charges, give -up fees, commissions and
service fees as Prudential may from time to time charge (regardless of whether other customers pay lower commissions fees or
charges); (b) all contract market, clearing house, clearing member,.NFA and CFTC fees or charges, fines or penalties; (iii) any tax
imposed on such transactions by any competent taxing authority; (c) the amount of any trading losses in the Accounts; (d) any
debit balance or deficiency in the Accounts together with costs and reasonable attorneys' fees incurred in collecting any such
deficit; (e) interest and service charges on any debit balances or deficiencies in the Accounts at the rate customarily charged by
Prudential (which may be at the prevailing and/or allowable rates according to the State of New York; (f) all storage and delivery
service fees; and (g) any other amounts owed by Customer to Prudential with respect to the Accounts or any transactions therein.
Unless otherwise separately agreed to by Prudential and Customer, all payment obligations incurred by Customer hereunder must
be satisfied in U.S. dollars.
Any Collateral may at any time or from time to time be setoff and applied by Prudential against any and all payment obligations of
Customer to Prudential or its affiliates in such manner as Prudential in its reasonable discretion may determine.
9. FOREIGN CURRENCY TRANSACTIONS
In the event that the Customer directs Prudential to enter into any Contract on an exchange on which such transactions are
effected in a currency other than the U.S. dollar, any profit or loss arising as a result of a fluctuation in the exchange rate affecting
such currency will be entirely for the account and risk of the Customer. All initial and subsequent deposits for margin purposes,
and the return to the Customer of any funds, are expected to be made in the currency of contract settlement. Should the Customer
elect to deposit funds other than the currency of settlement or instruct Prudential to convert funds that are already on deposit in
another currency, Prudential shall debit or credit the Accounts of Customer at a rate of exchange determined by Prudential in its
sole discretion on the basis of the then prevailing market rate of exchange for such foreign currency. In the event that Customer
carries a foreign currency denominated deficit, that deficit will be marked -to -market versus the United States Dollar on a daily basis
at Prudential's reasonable discretion. Customer may also be charged interest on such deficit at either the prevailing rate applicable
to the foreign currency, or the prevailing United States dollar interest rate, plus additional interest consistent with section 8 of this
Agreement.
581065 (Rev 01) Page 14 of 31
10. DELIVERY AND OPTION EXERCISE PROCEDURES
At least five business days prior to last trading day or first notice day in any given Contract, or at such earlier time as Prudential
may reasonably require, Customer agrees that it will: (a) provide Prudential with instructions to liquidate or make or take delivery
under such Contract, or in the case of an options position, provide Prudential with instructions to liquidate, exercise or allow the
expiration of such options position (b) deliver to Prudential sufficient funds and documents required to effectuate the desired
closing transaction. Additionally, Customer understands and acknowledges that short options positions are subject to random
exercise procedures and may be assigned a notice of exercise at any time.
If Customer fails to comply with any of the foregoing obligations, Prudential may, in its reasonable discretion, liquidate any open
positions, make or receive delivery of any commodities or instruments, or exercise as appropriate. Customer shall remain fully
liable for all costs, losses, expenses, liabilities and damages that Prudential may incur in connection with such transactions and for
any remaining debit balance in the Accounts.
11. PRUDENTIAL'S RESPONSIBILITIES, LIMITS ON
Prudential shall not be liable for any losses or damages sustained by Customer other than as a result of Prudential's gross
negligence or willful misconduct. If Customer's Accounts have been introduced to Prudential by an agent other than Prudential, or
executed at the direction of a third_ party and is carried by Prudential only as a clearing, broker, Customer agrees that Prudential is
not responsible for the conduct of the introducing broker, executing broker or Advisor and Prudential's sole responsibilities relate to
the execution, clearing and bookkeeping of transactions in Accounts, to the extent of Prudential's actual involvement therewith.
EXCEPT AS REQUIRED BY APPLICABLE LAW, PRUDENTIAL SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
Prudential acts as agent, and not as principal, for Customer's futures and commodity options transactions which are effected on
exchanges. Additionally, Prudential may utilize third party brokers to assist in the execution and clearance of certain Contracts on
certain exchanges. In these circumstances, Prudential does not guarantee the performance or obligations of any third party to
Customer's exchange -traded contract transactions. `Moreover, Prudential shall have no responsibility or liability to Customer: (a) in
connection with the performance or non-performance by any contract market, clearing house, clearing firm or other third party
(including custodians and banks) of such entity's obligations in respect of any Contract or other property of Customer's; (b) as a
result of any delay in the performance or non-performance of any of Prudential's obligations hereunder caused directly orindirectly
by the occurrence of any contingency beyond the control of Prudential including, but not limited to, the unscheduled closure of any
exchange or contract market or any delay in the transmission of any orders due to breakdowns or failures of any transmission,
trading or communication system.
12. INDEMNIFICATION
Customer shall indemnify and hold harmless Prudential, its directors, officers, employees, agents and affiliates from and against all
claims, damages, losses and costs (including reasonable attorneys' fees) incurred by Prudential in connection with: (a) any failure
by Customer to perform its obligations under this Agreement and any exercise by Prudential of its rights and remedies hereunder;
(b) any failure by Customer to comply with Applicable Law; (c) any action reasonably taken by Prudential or its affiliates or agents
to comply with Applicable Law; and (d) any reliance by Prudential on any instruction, notice or communication that Prudential
reasonably believes to originate from a person authorized to act on behalf of Customer.
13. LIQUIDATION OF OFFSETTING POSITIONS
Prudential shall liquidate any Contract for which an offsetting order is entered by Customer, unless Customer instructs Prudential
not to liquidate such Contract and to maintain the offsetting Contracts as open positions; provided, that Prudential shall not be
obligated to comply with any such instructions given by Customer if Customer fails to provide Prudential with any representations,
documentation or other information reasonably requested by Prudential, or if, in Prudential's reasonable judgment, any failure to
liquidate such offsetting Contracts against each other would result in a violation of Applicable Law.
14. REPORTS AND OBJECTIONS
All written and oral reports related to the Accounts, including but not limited to confirmations and purchase and sale statements,
provided to Customer shall be conclusive and binding on Customer unless Customer notifies Prudential of any objection as follows:
(a) in the case of any oral communication, at the time such report is given to Customer; and (b) in the case of any written
communication, before the opening of trading on the business day following the day on which Customer received such
communication; provided that with respect to monthly statements Customer may notify Prudential of any objection thereto within
five business days after receipt of such statement.
15. TERMINATION
This Agreement may be terminated at any time by Customer or Prudential by written notice to the other; provided, however, that
any such termination shall not affect any rights, liabilities or obligations already in existence at the time of such notice. In the event
that such notice is provided, Customer shall either close out open positions in the Accounts or arrange for such open positions to
be transferred to another futures commission merchant. Upon satisfaction by Customer of all of Customer's obligations and debts
to Prudential, Prudential shall transfer to another futures commission merchant all Contracts, if any, then held in the Accounts, and
shall transfer to Customer or to another futures commission merchant, as Customer may instruct, all cash, securities and other
property held in the Accounts. In the event of a transfer of positions, Customer may be responsible for half turn commissions in
Prudential's sole discretion.
581065 (Rev 01) Page 15 of 31
16. RECORDING
Customer understands that telephone conversations between Customer and Prudential may, in Prudential's discretion, be
recorded. Customer hereby agrees and consents to such recording, with or without the use of an automatic tonal warning device,
and waives any right Customer may have to object to the use or admissibility into evidence of such recording in any legal
proceeding.
17. INSTRUCTIONS, NOTICES AND OTHER COMMUNICATIONS
All instructions, notices and other communications permitted hereunder may be oral unless required to be in writing by this
Agreement. Customer authorizes Prudential to purchase and sell Contracts in accordance with Customer's. oral and written
instructions. Customer hereby waives any defense that such instructions were not in writing, even if a writing may be required
under Applicable Law. All instructions, notices and other communications, other than instructions to purchase or sell Contracts,
shall be addressed as follows: (a) if to Prudential: to the office manager of the Prudential office where Customer's Accounts are
located; (b) if to Customer, at the address indicated on the Account Application and Information form accompanying this
Agreement.
18. NO WAIVER
No failure on the part of Prudential to exercise, and no delay in exercising, any contractual right will operate as a waiver thereof,
nor will any single or partial exercise by Prudential of any of its rights and remedies hereunder preclude any other or future
exercise thereof or the exercise of any other partial right.
19. GOVERNING LAW
The interpretation and enforcement of this agreement and the rights, obligations and remedies of the parties shall be governed by
and construed in accordance with the laws of the state of New York, without regard to principles of choice of law.
20. CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL AND STATUTE OF LIMITATIONS
Customer submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the
Southern District of New York with respect to any proceeding arising out of or relating to this Agreement or any transaction in
connection herewith. Customer consents to the service of process by the mailing to Customer of copies of such court filing by
certified mail to the address of Customer as it appears on the books and records of Prudential, such service to be effective ten
days after mailing.
CUSTOMER IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
ANY ACTION ARRISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT BY CUSTOMER WITHIN ONE
YEAR OF THE CAUSE OF ACTION ARISING, PROVIDED HOWEVER, THAT ANY ACTION BROUGHT UNDER THE
PROVISION OF SECTION 14 OF, THE COMM ODI.TY.EXCHAN.GE ACT BY A PERSON WHO WAS NOT AT THE TIME OF THE
ANIVERSARY OF THE CAUSE OF ACTION OR EARLIER, AN ELIGIBLE CONTRACT PARTICIPANT PERSUANT TO
SECTION 1a(12) OF THE COMMODITY EXCHANGE ACT, MAY BE BROUGHT AT ANY TIME WITHIN TWO YEARS AFTER
THE ACUSE OF ACTION ACCRUES.
21. SEVERABILITY
If any provision of this Agreement, is or at any time becomes inconsistent with any present or future Applicable Law, the
inconsistent provision shall be deemed superseded or modified to confirm with such law, rule or regulation but in all other respects
this Agreement shall continue and remain in full force and effect.
22. BINDING EFFECT
This Agreement shall be binding on and inure to the benefit of the parties, their successors_and permitted assigns. This Agreement
and the obligations of the Customer may not be assigned by Customer without the prior written consent of Prudential and -any such
attempt at assignment without such consent of Prudential shall be ineffective. Prudential shall have the right to -transfer or assign
this Agreement (and thereby the Accounts) to any successor entity or to another properly registered futures commission merchant
provided Prudential has given customer written notice of such proposed transfer or assignment and Customer does not, within
three business days of receipt of such notice, give Prudential other instructions as to the disposition of the Accounts.
23. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and supersedes any prior agreements between the parties as
to the subject matter hereof. No provision of this Agreement shall in any respect be waived, altered, modified, or amended unless
such waiver, alteration, modification or amendment is signed by the party against whom such waiver, alteration, modification or
amendment is to be enforced. Capitalized terms appearing in ancillary,documents such as the Authorization to Transfer Funds,
Cross Trade.Consent, Arbitration Agreement, Partnership Account Authorization, Certified Customer Resolutions, Hedge Account
Agreement or Limited Power, of Attorney, shall have the meanings ascribed herein.
24. MODIFICATIONS
Any modifications to this Agreement must be in writing and accepted by Prudential in writing and no officer or employee of
Prudential is authorized to make any representation contrary to, or inconsistent with, this Agreement.
581065 (Rev 01) Page 16 of 31
CUSTOMER ACKNOWLEDGEMENTS
(Please Check The Appropriate Boxes with an "X" Where Applicable):
Doc. ID
10
I. Acknowledgement of Risk Disclosure Doc. ID
28
Customer hereby acknowledges and represents that it has received, read and. understands the Risk
Disclosure Statement for Futures and Options in the form prescribed by the CFTC and, if applicable, the
Disclosure required by CFTC Rule 1.46(e)(1) separately furnished to me by Prudential.
IL Authorization to Transfer Funds Doc. 1D
32
Within Customer's Account, are several types of sub accounts established for regulatory purposes relating to
customer. protection. Customer's assets may be maintained in either a "Segregated Account", or a "Separate
or a "Non -Segregated Account". Customer's Segregated Account is, utilized for all customer assets deposited
by Customer with Prudential for margin related to futures contracts transactions on U.S. Exchanges.
Customer's Separate and Non -Segregated Accounts are utilized for all customer assets deposited by
Customer with Prudential for margin related to futures contracts transactions on non-U.S. Exchanges or for
obligations associated with over-the-counter transactions involving Prudential Bache Commodities, LLC.
CUSTOMER HEREBY AUTHORIZE&PRUDENTIAL, AT ANY TIME AND FROM TIME TO TIME, WITHOUT
PRIOR NOTICE., TO TRANSFER BETWEEN CUSTOMER'S SEGREGATED ACCOUNT, OR
CUSTOMER'S SEPARATE OR NON -SEGREGATED ACCOUNT SUCH FUNDS, EQUITIES, SECURITIES,
AND/OR OTHER PROPERTY AS IN PRUDENTIAL'S JUDGMENT MAY BE REQUIRED FOR MARGIN, OR
TO REDUCE OR PAY IN FULL ANY DEBIT BALANCE AND/OR TO REDUCE OR SATISFY DEFICITS IN
ANY OTHER ACCOUNTS. PRUDENTIAL AGREES, HOWEVER, THAT WITHIN A REASONABLE TIME
AFTER MAKING ANY SUCH TRANSFER, P.RUDEN;TIAL WILL CONFIRM THE SAME IN WRITING TO
THE UNDERSIGNED.
Ill. Consumer Credit Information for Customers who are Natural Persons Doc. ID
5a
❑ 'I understand that, in connection with the execution of this Agreement, Prudential must obtain a consumer
report to assess and verify my profile information, and to comply with relevant federal and state statutes and
regulations.
By signing below, I am authorizing Prudential to obtain a consumer report about me for the purposes of
assessing my profile information, and complying with any applicable laws and regulations. I also authorize
Prudential to obtain additional consumer reports about me for these purposes at any time during the term of
the Agreement. Accordingly, I authorize any consumer reporting agency acting on Prudential's behalf to
furnish any consumer report that Prudential requests. I agree that a facsimile or photographic copy of this
authorization shall be valid as the original.
_ IN WITNESS WHEREOF, Customer has executed this Agreement on the date indicated below. (all general partners
should sign)
:��I
By: Le on's C , I'Al l hue-e 4�4. Lo /L
Print Name and Title
ATTEST:
By: .
Print Name and Title Manuela Giron, City Clerk
AP VE S TO FORM]
By:
Nary
a and Title
Jeff A. Harrison i
City Attorney
P� si nature
Signature
Signature
bate
/2,ela
Date
c/ jJ�a'
Date
581065 (Rev 01) P.age 17 of 31
Branch
Aceourit No.
FA
Do ID
¢5'D
Joint AccountPgriment (M) INTERNAL USE ONLY
The undersigned jointly and severally agree as follows with respect to our Prudential Bache Commodities, LLC account:
Each tenant has the authority on behalf of the tenancy to: (a) buy and sell domestic and foreign futures contracts, physical
commodities, exchanges for physical commodities, options on domestic and foreign futures contracts and physical commodities, foreign
exchange instruments and contracts, spot contracts, swaps, swap options, or other derivatives on one or more rates, currencies,
commodities, equity securities or other equity instruments,' debt securities or other debt instruments, economic indices or measures of
economic risk or value or other benchmarks against which payments or deliveries are to be made on margin or otherwise (including
short sales); (b) receive statements of account, confirmations, demands, notices and communications of any kind; (c) receive, withdraw
and dispose of money, securities, commodities and other property; (d) pledge agreements relating to these matters and terminate,
modify or waive any provisions of such agreements; and (f) deal with you for the tenancy without notice to the other tenants.
In order to secure performance of the tenancies' obligations, you shall have a general lien on all money, securities and any other
property belonging to the tenancy and the tenants which may be in your possession or under your control at any time for any purpose,
including safekeeping.
All transactions for the account of the tenants shall be subject to the terms and conditions, of any agreement,: between you and the
undersigned.
Further, you are authorized, in your discretion, to require joint action by the`tenants in common with respect to any matter concerning
the account, including, but not limited to giving or canceling,,of orders and the withdrawing of money, securities or commodities.
A. Joint Tenants — The undersigned is hereby opening a Joint Tenants with Right of Survivorship Account, where upon the death of
any tenant, the rights, title and interest in the account shall rest in the surviving tenants without releasing the deceased tenant's
estate from liability. Said account is subject to the provisions as stated above.
Customer Signature Date
Customer Signature
Date
O"A
B. Tenants -In -Common — The undersigned is hereby opening a Tenants -In -Common account, without the right of survivorship. The
interest of each Tenant -In -Common shall be the percentage interest set forth opposite the tenant's signature below. Said account
is subject to the provisions as stated above.
X
Percentage of Interest As Tenants -In -Common
X
Percentage of Interest As Tenants -In -Common
X
Percentage of Interest As Tenants -In -Common
581065 (Rev 01) Page 18 of 31
Prudential Bache Commodities, LLC
Branch
Account No.
FA
Doc, ID
66 -:
INTERNAL USE ONLY
Certified Resolutions (For Corporations, LLCs and Trusts) Muhll' FAt-
The undersigned, being the duly elected, qualified and acting Secretary (or other comparable officer)` of
4 (the "Customer"), an entity duly organized and existing
under the laws of/ k1"/� ��i� , does hereby certify to Prudential Bache Commodities, LLC and
its affiliates, successors and assigns ("Prudential') as follows:
That at a meeting of the Board of Directors, Board of Trustees, Management Committee or other authorized body of Customer duly
Sr
held on the cA i day of &F9 2001; 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 the Customer establish and maintain, or continue, one or more accounts with Prudential for the purpose of
purchasing, selling and otherwise dealing in, on margin or otherwise, domestic and foreign futures contracts, physical commodities,
exchanges for physical commodities, options on domestic and foreign futures contracts and physical commodities, foreign exchange
instruments and contracts, spot contracts, swaps, swap options, or other derivatives on one or more rates, currencies, commodities,
equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk
or value or other benchmarks against which payments or deliveries are to be made, stocks, bonds, options and other securities either
for immediate or future delivery, and transactions of any and every kind and nature ("Contracts");
FURTHER RESOLVED, that each of the persons listed below (the "Authorized Persons'), and/or such other persons as Customer may
designate. from time to time either in writing or by their apparent authority (collectively, the "Agents'), be and each of them hereby is
authorized and empowered for and on behalf of the Customer to direct Prudential to purchase, sell or otherwise trade in Contracts for
and in the said accounts, with full power and authority to determine the nature and terms of any such purchase, sale or other dealing, to
borrow money and securities from or through Prudential and to secure payment therefore with property of the Customer, to deposit
margins from time to time, to bind the Customer to carry out any contract arrangement or other transaction which shall be entered into
or made by any of them with or through Prudential, to execute and deliver on behalf of the Customer all agreements and other
documents incidental to the opening and maintenance of said accounts, to give any other necessary or appropriate instructions to
Prudential with respect to the said accounts and generally to manage the said accounts on behalf of the Customer;
FURTHER RESOLVED, that Prudential is authorized to register any securities or Contracts in the said accounts in street name or in
such other name as Prudential or any of the Agents should deem advisable and to receive for the said accounts any and all cash,
checks, securities or other property delivered to it by any person, firm or corporation for the account of the Customer.
FURTHER RESOLVED, that the Agents be and each of them hereby is authorized and empowered to withdraw any and all monies,
securities or other property from time to time carried in any of said accounts or to direct the delivery or payment thereof to any person,
firm or corporation designated by any of the Agents, and Prudential is hereby authorized to follow any and all instructions from each of
the Agents as to the transfer and/or delivery of any such money, securities or other property;
FURTHER RESOLVED, that it is the intention of the Customer to give the Agents, and each of them, the broadest possible power with
respect to said accounts; and the Customer agrees to hold Prudential harmless against any and all claims, liabilities or expenses
(including attorneys fees) that may arise by reason of its following any directions, instructions and orders given to it by any of the
Agents in respect of any of the said accounts;
FURTHER RESOLVED, that the Agents be and each of them hereby is authorized and empowered: (1) to endorse securities,
Contracts. and other instruments and take any other required or customary action to effect the transfer thereof; (2) to take any and all
necessary or appropriate actions related or incidental to this and the foregoing resolutions; and (3) to authorize any person or persons
to do any of the things that he is herein before authorized to do; and
FURTHER RESOLVED, that the authority hereby given to the Agents shall continue in full force and effect (irrespective of whether any
of them ceases to be an officer or employee of the Customer) until notice of revocation or modification of such authority is received in
writing by Prudential.
I (we) certify that the foregoing resolutions have not been modified or rescinded and are now in full force and effect, and that the
Customer has the power under its Charter and By -Laws and applicable law to take the action set forth in and contemplated by the
foregoing resolutions.
581065 (Rev 01) Page 19 of 31
Copies of all confirmations and statements shall be sent to the following persons of the Customer:
I (we) further certify that the following Authorized Persons are authorized and empowered to act on behalf of the Customer and that the
signatures set forth below opposite each of their names are their true and genuine signatures.
By TK 1-21-
E
Print Name and Title — Signature Date
By: ZV
PrinYName and Title : Signature Dat
By:
Print Name and Title Signature Date
In witness whereof, I (we) have hereunto affixed my (our) hand and seal of the Customer this?' day of
200,.
Seal
581065 (Rev 01) Page 20 of 31
Prudential B the Commodities, LLC
Partnership Account Authorization (For General and
Branch
Account No,
FA
Doc. ID
�J
yo.,
INTERNAL USE ONLY
Limited Partnerships)
Prudential Bache Commodities, LLC and its affiliates, successors and assigns ("Prudential") is authorized and empowered
to open and carry an account on its books in the name of (1) a
partnership for the purchase and sale (including short sales) of commodities and commodity futures, foreign exchange
transactions, options and other securities, on margin or otherwise, on exchanges of which Prudential is a member or
otherwise. Any of the following persons, to wit: (2)
is:
hereby authorized to give written or verbal instructions by telephone or telex or otherwise to Prudential to buy or sell
(including short sales) domestic and foreign futures contracts, physical commodities, exchanges for physical commodities,
options on domestic and foreign futures contracts and physical commodities, foreign exchange instruments and contracts,
spot contracts, swaps, swap options, or other derivatives on one or more rates; currencies, commodities, equity securities
or other equity instruments, debt securities or other debt instruments..economic indices or measures of economic risk or
value or other benchmarks; against which, payments or deliveries are to .be made, stocks, bonds, options and other
securities; either for immediate or future delivery, and to borrow money"in the name of this partnership from or through
Prudential, and to secure payment therefore with property of this partnership. Any of the persons above named shall at all
times have authority in every way to bind and obligate this partnership for the carrying out of any contract, arrangement or
transaction which he shall, for or on ;behalf of this partnership, enter into or make with or through Prudential. Prudential is
authorized to receive from this partnership checks and drafts drawn upon its funds by any of the persons above named or
any employee of this partnership and apply the same to the credit of this partnership or to its account. Prudential is also
authorized to receive from any of the persons above named, or any employee of this partnership, currencies, stocks,
bonds, options and other securities, as collateral or margin for the account of this partnership, and to accept instructions
from any of the persons above named as to the delivery of commodities, currencies, stocks, bonds, options and other
securities for the account of this partnership an`at his'direction to cause commodities, currencies, certificates of stocks,
bonds, options and other securities held in said account to be transferred to the name of any of the persons above named
or of this partnership in the discretion of any of the persons above named. Delivery to such person of such commodities,
stocks, bonds, options and securities, issued. as directed by him or her, shall be deemed delivery to this partnership. Any
of the persons above named shall have the, fullest authority at all times with respect to any transaction deemed by him or
her to be proper to make or enter into for or on behalf of this partnership with or through Prudential. All confirmations,
notices and demands upon this partnership may be delivered by Prudential verbally or in writing or by telephone or by
telex, to -any of the persons above named who severally is authorized to empower any person or persons that he deems
proper at any time or times to do any and all things that he is herein before authorized to do.
We, the undersigned, certify that a correct list of the partners comprising said partnership is set forth below and we further
certify that all transactions which may be entered into in said account, or which may have been entered into, are
authorized under the partnership's organizational documents or agreement.
In case of the death or withdrawal of any one of said general partners, or in case of the termination or dissolution of said
partnership, we agree to notify Prudential promptly and to execute any supplementary authorization which Prudential may
require in such event. If we do not notify Prudential, we hereby authorize Prudential to continue to receive orders in said
account which may be given to Prudential by any one of the -persons above named then surviving and to execute the
same and treat all monies, options, securities or other property to the credit of said account as the property of the
remaining partners, subject to their order or the order of any one of them as the case may be.
This agreement shall continue until signed notice of revocation is received by or from Prudential and in case of such
revocation it shall continue effective as to transactions entered into prior thereto.
By:
By:
By:
Print Name and Title
Print Name and Title
Signature
Signature
Date
Date
Print Name and Title Signature Date
Key: (1) Name of Partnership (2) Insert names of partners and persons authorized to give orders in the account as provided in this agreement. (3) Every general partner must
sign.
581065 (Rev 01) Page 21 of 31
F9
Prudential Bache Commodities, LLC
INTERNAL USE ONLY
Fiduciary Certification of Investment Powers
TO: Prudential Bache Commodities, LLC
In consideration' of opening and/or maintaining one or more accounts for the Trust named below, the undersigned "Trustees'', certify as
follows:
1. The full title to the Trust to which the Certificate applies is:
EXAMPLE: John Jones and Sam Smith Trustees for the benefit of Mary Jones
2. The date of the Trust is:
3. The date of the latest Trust --Amendment is:
4. There are no Trustees of the Trust other than the undersigned who act as fiduciaries to the Trust.
5. Prudential is authorized to accept account documentation, orders and other instructions from:any: of those individuals or entities
listed below(the "Authorized Rersons'i), including money transfers and withdrawal privileges, unless their authority is expressly
limited on this certification: Any document executed by any of the listed fiduciaries shall -be conclusive evidence that the fiduciary is
authorized to enter into the transactions contemplated,by such-document(s). Unless it is specified otherwise, any of those listed
below may individually act on behalf of the account or accounts:
NAME RELATIONSHIP TO TRUST
6. We certify that we have the power unoer the , i rust Agreement ana appncauie iaw uw U11QUI a uU udn�dUuuna, uuu i PUI U1Ir di iu
sales, of the types specified below:
❑ Futures (including short) ElOptions on Futures (buying/writing/covered/ uncovered/straddle/spread)
❑ Physical Commodity ❑ Security Futures & Narrow Based Indices
❑ Currencies ElSwaps/Options & OTC Derivatives
7. The Trustee(s) acknowledge receiving all pertinent account documentation, agreements and risk disclosure documents.
8. The Trustee(s)s, jointly and severally; personally and as Trustees;; indemnify and hold Prudential harmless from any liability for
effecting transactions of the types specified above, if Prudential acts pursuant to instructions given by any of the Authorized
Persons listed above.
9. We agree to inform you in writing of any amendment to the Trust, any change in composition of the Trustees, or any other event
which could materially alter the certifications made above.
10. We hereby certify that the undersigned are all of the Trustees:
X
Trustee Name (Please. print) Signature
Address
X
Trustee Name (Please print)
Address
Trustee Name (Please print)
Signature
X
Signature
Address
(ALL TRUSTEES MUST SIGN. ATTACH EXTRA PAGE IF NECESSARY.)
SHOULD ONLY ONE PERSON EXECUTE THIS AGREEMENT, IT SHALL CONSTITUTE A REPRESENTATION THAT THE
SIGNER IS THE SOLE TRUSTEE.
Subscribed and sworn to before me this day of 200 _
Notary Public
581065 (Rev 01) Page 22 of 31
Prudential Bache Commodities, LLC
Arbitration Agreement
Branch
Account No.
FA
Doc. ID
INTERNAL USE ONLY
Any controversy or claim arising out of or relating to Customer's accounts shall be settled by arbitration upon either:.(l):the contract
market on which the disputed transaction was executed or could have been executed or; (2) the National Futures Association as
Customer may elect. Any award rendered thereon by the arbitrators shall be final and, binding on each and all of the parties thereto and
judgment may be entered in any court having jurisdiction.
At such time that Prudential notifies Customer of its intent to submit a claim to arbitration Customer will have the opportunity to elect a
qualified forum for conducting the proceeding. If Customer fails to make a selection by registered mail addressed to Prudential at its
main office within seven calendar days of the date of Prudential's notice to Customer, then Prudential shall have the right to make such
election.
Prudential acknowledges that it may be required to pay any incremental fees which may be assessed by a qualified forum for the
provision of a mixed panel.
Three forums exist for the resolution of commodity disputes: civil court litigation, reparations at the Commodity' Futures
Trading Commission (CFTC) and arbitration conducted by a self -regulatory or other private organization.
The CFTC recognizes that the opportunity to settle disputes by arbitration may in some cases provide many benefits to
customers including the ability to obtain an expeditious and final resolution of disputes without incurring substantial costs.
The CFTC requires, however, that each customer individually examine the relative merits of arbitration and that Customer's
consent to this arbitration agreement be voluntary.
By signing this agreement, Customer: (1) may be waiving its right to sue in a court of law; and (2) is agreeing to be bound by
arbitration of any claims or counterclaims which Customer or Prudential maySubmit to arbitration under this agreement.
Customer's not ,,however; -waiving its. right: to, elect instead to petition.the CFTC to institute reparations proceedings under
section 14 of the: Commodity. Exchange,Act with respect to any dispute which may be arbitrated- pursuant to this agreement.
In the event,a dispute arises, Customer will.be notified if Prudential intends: to submit the dispute to arbitration. If Customer
believes a violation of the Commodity Exchange Act is involved and if Customer prefers to request a section 14 "reparations"
proceeding before the CFTC, Customer will have 45 days from the date of such notice in which to make that election.
Customer need not sign this agreement to open an account with Prudential Bache Commodities, LLC. See 17 CFR. 166.5.
C o V �r7 x � � � 2t �
Name 6f Customer Signature Date
For Joint Accounts, all parties must sign:
X
Name of Customer
X
Name of Customer
Signature
Signature
Date
Date
581065 (Rev 01) Page 23 of 31
Prudential Bache Commodities, LLC
;r
Hedge Account Agreement
Branch
Account No.
'FA
Doc, ID
.ki i31
INTERNAL USE ONLY
The undersigned Customer hereby confirms that all transactions effected for this account will be bona fide hedge -
transactions as thatterm is defined by the Commodity Futures Trading` Commission Rule 1.3(z) as amended from time to
time. In the event that Customer places orders for the purchase or sale of futures contracts or options on futures that are
not for hedge purposes, Customer agrees to notify Prudential and if required by Prudential, maintain a separate account
for these non -hedge transactions. Customer further agrees to maintain; margin as required by Prudential and as. required
by the by-laws and rules of the applicable commodity exchanges. Customer may change the, following information at any,
time upon written notice to Prudential._
Commodities products
Maximum annual needs/
requirements to be hedged
CFTC Regulation 190.06(d) requires that in the unlikely event that a:futures commission merchant files for bankruptcy, the
futures commission merchant must provide to each client who intends to maintain a; hedge account an opportunity to
indicate a preference in regard to liquidation of position's: Unless Customer indicates a preference by marking a space
below, the open contracts may be liquidated upon the o6durrence of Prudential's bankruptcy. The trustee in bankruptcy
should: .
l liquidate do not liquidate;;,
Open commodity contracts in the Hedge Accounts without seeking further instructions.
►� X
Name of Customer ; Signature Date
For Joint accounts, all parties must sign:
Name of Customer
Name of Customer
X
Signature
R
Signature
Date
Date
581065 (Rev 01) Page 24 of 31
Prudential Bach Commodities,_ LLC
Limited Power of Attorney
Branch
Account No.
FA
Doc. ID
FJ
INTERNAL USE ONLY
To: Prudential Bache Commodities; LLC and its affiliates; successors and:assigns ("Prudential")
The undersigned client(s) (referred to hereafter as "I (we)" or the "undersigned!') hereby authorize(s) as my (our) agent and attorney in
fact to buy, sell (including short sales) and otherwise deal in domestic and foreign futures contracts, physical commodities, exchanges
for physical commodities, options on domestic and foreign futures contracts and physical commodities, foreign exchange instruments
and contracts, spot- contracts;swaps; swap options, or other derivatives.on one or more rates; currencies, commodities; equity
securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or
value or, other benchmarks against which payments or deliveries are to be -made, on margin or otherwise, for the undersigned's account
and; risk. The undersigned herebyagree(s) to indemnify -and hold.you harmless from all loss, cost, indebtedness. and liabilities arising
therefrom.;
In all such transactions, you are authorized to follow the instructions of the aforesaid agent in every respect concerning the undersigned
account with you; and except as herein otherwise provided, he/she is authorized to act for the undersigned in the same manner and
with the same force and effect as the': undersigned might or could. do, with respect to such transactions as well as with respect to all
other things necessary or incidental thereto, except that he/she is not authorized to withdraw any money, securities, or other property
either in the name of the undersigned or otherwise.
The undersigned hereby acknowledge(s) and agree(s) that neither you nor any of your employees are permitted to accept a "loss
limitation" instruction or liquidating order based!on a projected decline in an account's equity level. ACCORDINGLY, I (WE)
UNDERSTAND THAT I (WE) MAY SUSTAIN A TOTAL LOSS OF THE FUNDS DEPOSITED INTO THE ACCOUNT TRADED
PURSUANT TO THIS INSTRUMENT, AND FURTHER THAT I (WE) WILL BE RESPONSIBLE FOR ANY DEFICIT GENERATED BY
SUCH ACCOUNT, IN ADDITION, I (WE) UNDERSTAND THAT MY (OUR) AGENT'S AUTHORITY TO ACT HEREUNDER-WILLa IN
NO WAY BE LIMITED OR OTHERWISE CONDITIONED BY THE SIZE OF ANY LOSS SUSTAINED BY MY (OUR) ACCOUNT.
I (we) understand that other brokers may possibly: have lower commission rates, but neither you, nor my(our) agent is under any
obligation to determine" if lower ratesre available:or. to:execute transactions at the lowest rates available. Additionally, if this
authorization andindemnity appoints one of your officers or other employees to be my (our) agent, I (we) understand that pursuant to
Commodity Futures -Trading Commission Reg § 155.3, if you receive a customer order executable at or near the market price and my
(our) agent gains knowledge of.such order, then you are obligated:to transmit such order to the floor of the' appropriate contract market
prior to transmitting an order involving the same. commodity to the same contract market on behalf of my (our) account.
The undersigned 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 the undersigned:
This. authorization and indemnity is in addition to (and in no way limits or restricts) any rights that you may -have under any other
agreement or agreements between you and the undersigned.
This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by the undersigned by a
written notice received by you, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to
such revocation. ,This authorization and indemnity shall inure to the benefit of your present corporation, as well as to your successor
and. assigns.
X
Name (Please print) Signature Date
Authorized agent has reviewed the registration requirements of the Commodity Exchange Act and the membership
requirements of the National Futures Association ("NFA") relating to commodity pool operators and 'commodity trading
advisors,. and authorized agent (please check one)`.'
does not`engag& in activities requiring registration;
Ej is appropriately registered with the Commodity Futures' Trading Commission ("CFTC"), is a member of the NFA and
has provided all required disclosures to Customer; or
is exemptfrom CFTC registration requirements and`NFA membership requirements and has filed all notices of
I ligibility and other required documents in'connection therewith.
X
Signature of Authorized Agent Date
581065 (Rev 01) Page 25 of 31
Prudential Bache Commodities, LLC
Guaranty Agreement 4
Branch
I Account No: ;t
FA
Doc. ID
INTERNAL USE ONLY
This Guaranty Agreement (the "Guaranty") is made by the undersigned (the "Guarantor"), in favor of Prudential Bache
Commodities, LLC and any affiliate thereof (the "Prudential Secured Parties) and Wachovia Securities LLC and any affiliate thereof
(the "Wachovia Secured Parties") (collectively the "Secured Parties').
WHEREAS, One or more of the Prudential Secured Parties has entered into a futures account agreement or other
documentation concerning commodities or derivatives transactions with the below referenced debtor (the "Debtor"), for the purpose of
engaging in transactions in domestic and foreign futures contracts, physical commodities, -exchanges for physical commodities, options
on domestic and foreign futures contracts and physical commodities; foreign exchange instruments and contracts, spot contracts,
swaps, swap options, or other derivatives on one or more rates, currencies, commodities, equity securities or other equity instruments,
debt securities or other debt instruments, economic indices or measures of economic risk or value or other benchmarks against which
payments or deliveries are to be made, stocks, bonds, options and other securities either for immediate or future delivery, and
transactions of any and every kind and nature (the "Agreement"); and
WHEREAS, one or more of the Wachovia Secured Parties has introduced the Debtor to the Prudential Secured Party and has
agreed to indemnify and hold the Prudential Secured Parties harmless from any loss cost or damages that the Prudential Secured Party
may incur from the Debtor's account.
WHEREAS, it is a condition to Debtor's entering into or maintaining transactions under the Agreement and otherwise, that
Guarantor shall execute and deliver this Guaranty to Secured Parties in a form acceptable to Secured Parties.
NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the adequacy, receipt, and
sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:
1. Guaranty. Guarantor hereby unconditionally and absolutely, jointly and severally guarantees the punctual payment when due, by
acceleration or otherwise, of Debtor's payment obligations arising under the Agreement, or any other transactions, and any and all
reasonable legal fees; costs; and other expenses incurred by Secured Parties in enforcing such payment obligations: under the
Agreement, under this Guaranty or otherwise (the "Obligations"). This Guaranty is a guaranty of payment; and not of collection,
and the Secured Parties may. exercise their rights hereunder against Guarantor without first having to take any action against
Debtor. Upon failure of Debtor to punctually pay any such Obligations, and upon written demand by a Secured Party to Guarantor
at the address set forth herein, Guarantor agrees to pay promptly or cause to be paid promptly (and in no event later than the fifth
calendar day after demand) such Obligations; provided that delay by a Secured Party in giving such demand shall, in no event,
affect Guarantor's' obligations under this Guaranty. This Guaranty shall continue to be'effective or be reinstated, as case may
be, if at any time any payment made in full or partial satisfaction of the Obligations is rescinded or must otherwise be returned by a'
Secured Party upon the insolvency, bankruptcy or reorganization of Debtor or otherwise, all as though such payment had not been
made. Guarantor acknowledges and represents that it has received a copy of the Agreement and that Guarantor shall keep itself
informed as to the transactions effected in Debtor's accounts.
2. Currency. In the event that Guarantor is not organized or operating under the laws of the United States or is unable to make
payment in United States dollars, a Secured Party may demand payment hereunder in any currency or combination of currencies,
and may further demand that such currency(ies) be deposited in either a bank local to Guarantor or in any other bank, in the name
of the Secured Party or its nominee. In converting the value of an Obligation into any other currency, a Secured Party shall'be
entitled to exercise its reasonable discretion. In the event that a Guarantor in unable, due to applicable law as confirmed by
competent outside counsel, to perform its obligations hereunder in any currency, Guarantor shall indemnify and hold Secured Party
harmless from any loss which Secured Party may suffer due to such limitations. Establishment of the amount of such loss shall be
in the reasonable discretion of the Secured Party.
3. Waiver. Guarantor hereby waives: (a) notice of acceptance of this Guaranty, of the creation and/or existence of any of the
Obligations, and of any action by a Secured Party in -reliance hereon or in connection herewith; (b) presentment, demand for
payment, notice of dishonor or nonpayment, protest and notice of protest with respect.to the Obligations; (c).any requirement that
suit be brought against, or any other action by a Secured Party be taken against, or any notice of default or other notice be given
to, or any demand be made on, Debtor or any other person, or that any other action be taken or not taken as a condition to
Guarantor's Obligations under this Guaranty or as a condition to enforcement of this Guaranty against Guarantor;. and; (d) any other
event, occurrence or circumstance which otherwise may constitute a legal or equitable defense of a guarantor or surety (except for
the defense of payment or performance).
4. Subrogg_ation. Guarantor shall be subrogated to all rights of the Secured Parties against Debtor in respect of any amounts paid by
Guarantor pursuant to the Guaranty, provided that Guarantor shall be. entitled to enforce or to receive any payment arising out of or
based upon any such right of subrogation, only to the extent that it has paid all of the Obligations.
5. Amendments. No amendment of this Guaranty shall be effective unless signed by Guarantor and a Secured Party. No waiver of
any provision of the Guaranty, nor consent to any departure by Guarantor there from,, shall in any event be effective unless the
Covered Affiliates include; among others, Bache Financial Limited, PB Financial Services, Inc., PB Finance, Ltd, Pru Global Securities, LLC, and Prudential-Bache Global
Markets, Inc.
581065 (Rev 01) Page 26 of 31
same shall be in writing and signed by a Secured Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
6. Notices. All notices and other communications provided for hereunder, including service of process, shall unless otherwise
specifically provided herein, (a) be in writing and shall be sent to: (i) The Secured Parties at PrudentialBache Commodities, LLC,
One New York Plaza, '13th Floor, New York, NY 10292 (Attn: Derivatives Counsel) Fax: 212-778-6331; (ii) to the Guarantor at the
address specified below; (iii) to the Wachovia Secured Parties at Wachovia Securities, LLC, 901 East Byrd Street, Richmond, VA
23219 and (b) be effective upon independently confirmed delivery, except for any cancellation or termination, which shall be
effective twenty calendar days after Secured Party receives notice thereof. Such cancellation or termination, however shall not
affect any rights, liabilities or obligations already in existence at the time such written notice is effective.
7. Effect of Certain Events, Guarantor agrees that its liability hereunder will not be released, reduced, or impaired by the
occurrence of any one or more of the following, events: (a) the insolvency, bankruptcy, reorganization, release,' receivership or
discharge of Debtor; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Agreement or
the Obligations; (c) the failure, delay, waiver or refusal" by a Secured party to exercise, in whole or in part, any right or remedy held
by a Secured `Party'with respect to the Agreement;' (d) the nonexistence; invalidity, unenforceability or non -perfection of any
collateral for the Obligations, or the failure of a Secured Party to foreclose upon, or take any other action with respect to, such
collateral; (e) lack of consideration or=any other deficiency in the formation of the Agreement and any and all amendments and
modifications thereof; or(glack of corporate power orauthority of Guarantor or Debtor.
8. Authority, Etc. The undersigned represents and warrants that it has full power" and authority to give this Guaranty, the execution,
delivery and performance of this Guaranty will not violate any law, ordinance, charter, bylaw or rule applicable to the undersigned
or any agreement by which the undersigned is bound; and that the execution, delivery and performance of this Guaranty by ithave
been duly authorized by any necessary corporate or other action. This Guaranty constitutes the legal, valid and binding obligation
of Guarantor, enforceable against Guarantor in accordance with its terms, subject to bankruptcy,:insolvency, reorganization,. and
other laws of general applicability relating to or affecting creditors' rights and general equity principles. No failure on the part of a
Secured Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by a Secured Party of any right, remedy or power hereunder preclude any other or future
Secured Party or allowed it by law or other agreement shall be cumulative and not excusive of any other, and may be exercised by
a Secured Party from time to time.
9. Successor and Assigns. The Guarantor shall not be entitled,to assign this Guaranty to any third party without the written prior
consent of Prudential Bache Commodities, LLC. This guaranty shall inure to the benefit of the Secured Parties as it is now
constituted and to any successor firm or firms that assume the Debtor's accounts, transactions or Agreements with a Secured
Party. This Guaranty may be assigned by a Secured Party upon prior written notice to the Guarantor.
10. Governing Law. This Guaranty shall be exclusively governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of choice of law. Furthermore, each Guarantor hereby submits to the exclusive jurisdiction of the
state and federal courts in and of the borough of Manhattan in New York, New York. An action to enforce any judgment, decision
or settlement agreement may be brought in any appropriate jurisdiction or venue.
11. Headings. The headings used herein are for purposes of convenience only and shall not be used in construing the provisions
hereof.
12. Limitation by Law. All rights remedies and powers provided in this Guaranty may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions of this Guaranty are intended to be subject to all
applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not
render this Guaranty invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the
provisions of any applicable law.
13. Waiver of Right to Trial by Jury. Guarantor unconditionally and irrevocably waives any and all right to trial by jury in any action,
suit, counterclaim or cross -claim arising in connection with, out of or otherwise relating to this Guaranty.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized
officer effective as of this day of 200 _
By:
Name:
Title:
Date:
Guarantor Name
Address:
Facsimile:
581065 (Rev 01) Page 27 of 31
Debtor:
Prudential Bache Commodities,; LLC,
,INTERNAL USE ONLY
Consent to Electronic Delivery of Confirmations
The undersigned Customer hereby agrees to Prudential Bache Commodities, LLC (°Prudential"� delivering all futures
confirmation of transaction notices ("Trade Data' solely through the Prudent ial's Futures Direct M Internet site at
https://pfol.prusec.com after entering the Customer's password and identification. Customer will no longer receive
Prudential's standard'format confirmations through the mail Customer will have and maintain in good working order
hardware and software and Internet access necessary toyiew and retain the Trade. Data and will fact review such Trade
Data as it is made available. Customer will notify Prudential promptly in the,event Trade.Data is not available. In the
absence of Customer's notice to,Prudential to the contrary,. Prudential shall be ientitled to assume that all.Trade,Data has
been received, accessed, reviewed; understood and agreed to by Customer.. No additional fee will be ,charge solely.for
the service of electronically delivered Trade Data. In the event that Prudential: knows of a systems failure, Trade Data will
be sent by mail to Customer's last known address, for. the duration of such system failure. Revocation of this Consent. or
any request to receive any Trade data. in hardcopy format shall be -directed to Prudential .Bache Commodities, LLC Attn:
Global Derivatives Client Services, OneNewYork Plaza, 13`h Floor, New York, NY 10292 or by facsimile at (212).778-
5530 at anytime, but shall not be effective until five:business days after confirmation of receipt. This consent shall be'
valid and continuing until revocation:
Bra'MK"y
�"Account Not e I -, y 44 ;.
FA
„Doe. ID '
Customer Signature "Customer Name (print) Date
Email Address
581065 (Rev 01) Page 28 of 31
Prudential Bache Commodities, LLC
Futures Direct Agreements""
Branch'
Recount No.
FA"'
Doc. ID
F5
INTERNAL USE ONLY
This Agreement covers your access to and use of Prudential Bache Commodities, LLC Futures Direct, the Internet futures
account data and futures research services of Prudential Bache Commodities, LLC which maybe 'used 'in conjunction with
your account data and Proof SM software. Please read it carefully and signify your agreement with its provisions by
signing and dating this Agreement at the end where provided.`
In this Agreement:
(a) "Us", "we" and "Prudential Bache Commodities, LLC" means Prudential Bache Commodities, LLC,
Inc.;
(b) "You" means the person or persons whose names are submitted to Futures Direct for access to the
account as requested by the client.
(c) "Prudential Bache Commodities, LLC Futures Direct" means the online Internet futures account data
and futures research service offered by Prudential Bache Commodities, LLC to you for your use in
conjunction with your account data and Proof s software: and
(d) "Prudential Bache Commodities, LLC Futures Direct Data Transmission" means the transmission of
account data from the Prudential Bache Commodities, LLC Futures Direct site on the World Wide
Web to you or any other message or information which you may send to use or we may send to you
through the use of Prudential Bache Commodities, LLC Futures Direct.
2. Your Prudential Bache Commodities, LLC Futures Direct password, Personal Identification Number (PIN), digital
identification and any similar identification device which may be issued to you by Prudential Bache Commodities,
LLC is the method used to identify you when using Prudential Bache Commodities; LLC Futures Direct. These
identification devices are extremely valuable and you agree to use your best efforts to keep them safe and
confidential. If you lose any or all of the identification devices or handle them in a manner that permits any other
person to discover them, you are responsible for any access to Prudential Bache Commodities; LLC Futures
Direct that occurs using them until you advise us of that loss or discovery by another. You agree to notify us
immediately after you become aware of any loss, theft or discovery by another or any unauthorized use of any of
your account number(s) or any identification devices.
3. If you are business entity rather than an individual, you agree that you will advise us who in your firm is authorized
to access Prudential Bache Commodities, LLC Futures Direct and will immediately notify us When that person is
no longer so authorized. You agree that upon the change of any person who is authorized to access Prudential
Bache Commodities, LLC Futures Direct on your behalf, you will immediately take all actions we request of you,
which may include any or all of the following: changing your password, changing your PIN, deleting your digital
identification information, retrieving new digital identification information or other reasonable actions. If you do not
notify us of the change of the person who is authorized to access Prudential Bache Commodities, LLC Futures
Direct or if you do not follow our instructions after you notify us of that changes, you are responsible for any
access to Prudential Bache Commodities, LLC Futures Direct that occurs until you advise us of that change and
follow our instructions.
4. You agree that you will use only the Internet software (for example, a browser) which we permit to be used with
Prudential Bache Commodities, LLC Futures Direct. Use of Internet software which is not recommended by us
may compromise your security and may permit others to discover your identification devices, your trades or other
information which you transmit to us.
5. Prudential Bache Commodities, LLC Futures Direct utilizes technology designed to keep your data private and to
send your data to you quickly. However, we cannot guarantee the privacy of any Prudential Bache Commodities,
LLC Futures Direct Data Transmission. We also cannot guarantee that. Prudential Bache Commodities, LLC
Futures Direct will operate without interruption or error free. Therefore, you agree that your use of Prudential
Bache Commodities, LLC Futures Direct is at your own risk and you will not hold Prudential Bache Commodities,
LLC responsible for any Prudential Bache Commodities, LLC Futures Direct Data Transmission which is delayed
or lost while in transit to you or whose security is comprised.
6. In order to remedy a problem in the operation of Prudential Bache Commodities, LLC Futures Direct or to improve
the security of Prudential Bache Commodities, LLC Futures Direct, we can take temporary action which may
affect the availability of Prudential Bache Commodities, LLC Futures Direct or the manner of its use (for example,
we could require additional information to authenticate a request for a Prudential Bache Commodities, LLC
Futures Direct Data Transmission).
581065 (Rev 01) Page 29 of 31
7. We are not responsible for any direct, consequential, incidental or special damages including by not limited to lost
profits, trading losses and damages that result from the inconvenience, delay or loss of the use of Prudential
Bache Commodities, LLC Futures Direct, even if we have been advised of the possibility of such damages or
losses. We are not liable for any loss resulting from a cause over which we do not have direct control, including
but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other
interconnect problems, unauthorized access, or theft.
s. We can amend the terms and conditions of the use of Prudential Bache Commodities, LLC Futures Direct by
giving you. thirty (30) days notice. Your use of Prudential Bache Commodities, LLC Futures Direct after the thirty
(30) day notice period signifies your acceptance of the amended terms and conditions.
Customer Authorize Signature
Print`Name and Title
Date
For each user of Futures Direct, pleasesupplythe following information:
Name of user: 0�f11L._'cz
Phone.#: 3 YS,S—Lj
Email address: b G'r [l `7
Mother's maiden name: /P C, ;'11"Ll
FA Name: l/ i b 14^-1
FA Phone #:�1�0� Tom)
FA Email address e �U P a{:G /12 cfa �(•�/ Uf � �- I
581065 (Rev 01) Page 30 of 31
For each user of Futures Direct, please supply the following information:
Name of user.
Phone #:
Email address:
Mother's maiden name:
FA Name:
FA Phone #:
FA Email address:
For each user of Futures Direct, please supply the following information:
Name of user.
Phone #:
Email address:
Mother's maiden name:
FA Name:
FA Phone #:
FA Email address:
For each user of Futures Direct, please supply the following information:
Name of user:
Phone #:
Email address:
Mother's maiden nadhme:
FA Name:
FA Phone #:
FA Email address:
581065 (Rev 01) Page 30 of 31
Jeffrey V. Dikeman
Futures Broker
Senior VP -Investments
wCKOVIA
s CUPiTIES
EDWARDS_
Wachovia Securities, LLC
916 939-4400
3820 El Dorado Hills Boulevard
Fax 916 939 2444
Suite 402
Toll -Free 877 829-3231
El Dorado Hills, CA 95762-4566
Cell 916 607-8910
jeffrey.dikeman@agedwards.com
www. agedward s. c6m/ fc/j effrey. d i kema n
A.G. Edwards is a division of Wa0mia Securities.
LLC. Memaer SIPC.
AUTHORIZATION TO TRANSFER FUNDS BETWEEN
PRUDENTIAL BACHE COMMODITIES, LLC AND WACHOVIA SECURITIES, LLC
This authorization is intended to facilitate the movement of funds between the below referenced commodity trading
account(s) at Prudential Bache Commodities, LLC ("Prudential") and the below referenced securities account(s) at
Wachovia Securities, LLC ("Wachovia").
The undersigned hereby authorizes Prudential to transfer funds and assets from the various commodity accounts at
Prudential to Wachovia for deposit at the undersigned's securities account(s) at Wachovia and further authorizes
Wachovia to transfer funds and assets from the Wachovia securities account(s) to Prudential for deposit in the various
commodity accounts of the undersigned at Prudential.
Prudential Account Number(s):
Wachovia / Legacy A.G. () Via-- (� g!g &wv
Z�;Z�<
Edwards'Account Numbers : (o
By: CST bF V15�(t1
Customer Signature Customer Name (print)
Title: CiI Date:
(where applicable — include company name)
For Joint Accounts, all parties must sign
By:
Customer Signature
Title:
(where applicable — include company name)
By:
Customer Signature
Title:
(where applicable — include company name)
Customer Name (print)
Date:
Customer Name (print)
Date:
581065 (Rev 01) Page 31 of 31
SIGNATURE CERTIFICATE —Energy Transactions
The City of Vernon certifies that the following individuals are authorized and
empowered to act on behalf of the City, pursuant to City Council Resolution No.
7296, in regards to the City's energy hedging account(s) with Wachovia Securities
LLC for natural gas and power via futures, options, basis swaps and physical
transactions and the signatures set forth below opposite each of their names are
their true and genuine signatures.
AUTHORIZED NAMES: SIGNATURES:
Donal O'Callaghan
Director of Utilities
Eric T. Fresch
City Administrator
In witness whereof, I have hereunto affixed my hand and seal of the City this
day •2�-� of G� , 200M
�x
Manuela Giron, City C1 rk
SIGNATURE CERTIFICATE — Cash/Securities Transactions
The City of Vernon certifies that the following individuals are authorized and
empowered to act on behalf of the City, pursuant to City Council Resolution No.
7296, in regards to the City's cash management and cash transfer functions within
the brokerage account(s) held with Wachovia Securities LLC for energy hedging
and the signatures set forth below opposite each of their names are their true and
genuine signatures.
AUTHORIZED NAMES: SIGNATURES:
Donal O'Callaghan
Director of Utilities
Eric T. Fresch
City Administrator
Sharon L. Johnwu
City Treasurer
In witness whereof, I have hercuntq affixed my hand and seal of the City this day
of _ , 2008.
si M1qW*Uowf:
Manuela Giron, City trftk*6'
w-9
Request for Taxpayer
Give form to the
Form
(Rev. October2007)
Identification Number and Certification
requester. Do not
send to the IRS.
Department of the Treasury
Internal Revenue Service
Na�Je (as showtonn ou I come tax returri
a)�/1
I V
W
Business me, if different from above
a
c
0
Q. c
Check appropriate box: ❑ Individual/Sole proprietor ❑ Corporation ❑ Partnership
Exempt
❑
.i 2
❑ Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ►-------
payee
o
ther (see instructions) ►
c
Requester's name and address (optional)
c
i�
ress (number, street, and ap suite no.
a�
15
a
0)
Ci y, tand ZIP cod e
*J q (4
a)
List account number(s) here (optional)
rn
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employers entification number
number to enter.
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign Signature of
Here U.S. person ►
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
Date ►�
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
301.7701-7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X Form W-9 (Rev. 10-2007)
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
April 28, 2008
Via UPS Express
Ms.. Dixie Baer-Deshazer
A.G. Edwards
3820 El Dorado Hills Blvd.
El Dorado Hills, CA 95762
Re: Prudential Bache Commodities, LLC via Wachovia Securities,
LLC Futures Account Documents
Dear Dixie:
Enclosed please find the following signed Futures Account
Documents in accordance with your request:
1. Signature Certificate - Energy Transactions.
2. Signature Certificate - Cash/Securities Transactions.
3. Form W-9 - Request for Taxpayer Identification Number and
Certification.
4. Risk Warnings and Disclosures.
5. Account Application and Information.
6. Futures Account Agreement.
7. Certified Resolutions.
8. Arbitration Agreement.
9. Hedge Account Agreement.
10. Consent to Electronic Delivery of Confirmations.
11. Futures Direct Agreement and additional page for each user
of Futures Direct.
12. Authorization to Transfer Funds between Prudential Bache
Commodities, LLC and Wachovia Securities, LLC.
Er,cfusivefy Industrid
Ms. Dixie Baer-Deshazer
April 28, 2008
Page 2
Please return an executed page 1 of the Futures Account
Documents for the City's files.
Should you have any questions or if I may be of any assistance,
please do not hesitate to contact me.
Very tyours,
WyHFrison
Attorney
JH•j1
Enclosures
cc: Manuela Giron, City Clerk (Resolution No. 9604)