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Material Terms and Characteristics Disclosures

With respect to the material terms and characteristics of any swap to be entered into between us, you should refer to the applicable transaction-level and relationship-level documentation including, without limitation, any termsheet, confirmation (including any confirmation relating to a previously-executed swap), pre-confirmation, master agreement, master confirmation agreement or any other document similar or equivalent to any of the foregoing.

Additional information, including standard product terms, reference price information, confirmation templates, standard market practice information and market conventions for various asset classes may also be found at external sources, including the following:

- http://www2.isda.org/asset-classes/

- http://www.isda.org/publications/isdadefslist.aspx

- http://www.markit.com/documentation

- http://www.emta.org/ndftt.aspx

- http://www.emta.org/template.aspx?id=2275

- http://www.lppm.com

- http://www.lppm.com/display.aspx?type=gooddelivery

- http://www.lbma.org.uk/pricing-and-statistics 

- http://www.lbma.org.uk/LBMA-silver-price

- http://www.lbma.org.uk/assets/downloads/presspack/A_guide_to_the_London_Precious_Metals_Markets.pdf

Except as otherwise specified in any documentation provided to you, the material economic terms applicable to any Commodity underlying a swap will be the material economic terms for such Commodity published by the Price Source specified for the related Commodity Reference Price. For this purpose, "Commodity", "Commodity Reference Price", and "Price Source" shall have the meanings specified in Section 7.2(c) of the 2005 ISDA Commodity Definitions, as amended. The market price for precious metals (silver, gold, palladium and platinum) is determined, unless otherwise specified, on the basis of a reference price referred to as the "London [precious metal] Fixing" or, with respect to silver, the "LBMA Silver Price". The external URLs provided above include links to the standard pricing pages for precious metals, as well as information regarding standard market practices for "good delivery."

Unless we are acting as your prime broker, prior to entry into any swap between us, we will communicate to you what we understand to be the material economic terms of that swap. If, however, you believe that a material economic term of the swap was required from us and has not been provided to you, please notify your SG relationship contact, who will provide this information to you upon request. Documentation provided by SG may incorporate by reference certain other documents and definitions, including those published by ISDA. Such referenced documents or definitions (including those listed at http://www.isda.org/publications/completedocpack.aspx) are available from your SG relationship contact upon request.

If you and we enter into a swap that is cleared through a clearinghouse or executed through a trading platform that prescribes the terms of the swap, the swap will have the terms specified by the applicable clearinghouse or trading platform and, subject to the rules of the clearinghouse or trading platform, any additional terms that you and we expressly agree upon in connection with the swap. If you and we enter into a swap for "give-up" to a third party, the terms of the swap will be subject to the terms of any agreement with that third party. Similarly if you and a third party enter into a swap for "give-up" to us as prime broker, the terms of the swap will be subject to the terms of any agreement with that third party.

If you have any additional questions regarding any swap that have not been otherwise addressed by the materials that have been provided to you prior to entry into the swap, please address those questions to your SG relationship contact before trading. By entering into a swap, you will be deemed to acknowledge that you have received from us prior to entry into such swap, and in a manner acceptable to you, disclosures, notifications and other information sufficient for you to evaluate: (i) the material risks of the swap, including market, credit, liquidity, foreign currency, legal, operational and other applicable risks, (ii) the material characteristics of the swap, including all material economic terms, operational terms, and the rights and obligations of the parties during the term of the swap, and (iii) the material incentives and conflicts of interest that may apply with respect to the swap. We may from time to time provide you with additional notifications and disclosures relating to a particular swap or trading strategy, including disclosures regarding the material risks and characteristics of such swap or trading strategy, in addition to the notifications and disclosures provided on or through this website.

The tables contained in the following file identify the typical material economic terms that will apply to a variety of swap transaction types that SG may enter into with counterparties from time to time. Any confirmation, other documentation or transaction-specific pre-trade information that we provide directly to you in respect of an actual or potential swap will supersede the information on this website and any market conventions and, to the extent inconsistent, such confirmation, other documentation or transaction-specific pre-trade information will control. In addition, the agreed upon terms of any swap that we enter into with you will be set forth in the confirmation or other agreement that you and we enter into with respect to that swap and may differ materially from the terms set forth in the forms and tables available on or through this website. By making this website available, SG does not indicate its willingness to enter into any swap with any counterparty on any terms.