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EFTA00169615.pdf

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• Deutsche Asset & Wealth Management Account Agreement Southern Trust Company, Inc Cken051 Address 6100 Red Hood Quarter 83 St Thomas City State 00802 tip Code Account Title (Complete if different from the Client above) Account Number(e) IMPORTANT PLEASE. SIGN AND RETURN 1 HiS ACCOUN f, AGREEMEN I • .- - • . • This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as "OBSI"). It includes the terms and conditions and is the contract that controls each brokerage account in which Client has an interest (each an 'Account"). Client agrees to read this Account Agreement and the Appendix to this Account Agreement Disclosures and Definitions rAppendix, carefully. It Client is not willing to be bound by these terms and conditions. Client shout° not sign this Account Agreement. Client's signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. CLIENT REPRESENTATIONS Client certifies that all of the information provided by Client in this Account Agreement is accurate and complete and that each of the following statements is accurate as to Client and Client's Account: e. Where Client is a natural person, Client is of legal age: b. For all accounts: (al no one except the person(s) named on the Account(s), or, if signed in a representative capacity, then no one except the beneficial ovmer(s), has any interest in the Account(s), (b) Client is and will remain compliant with all Applicable Laws, (c) Client is financially capable of satisfying any obligations undertaken through Client's Account(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (e) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms; c. Client agrees to notify us in witting if: (a) Client is or becomes ad employee, member or immediate family member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), Financial Industry Regulatory Authority, Inc. (FINRA).or of any broker-dealer, (b) Client is or becomes a senior officer or immediate family member of such a person of any bank. savings and loan Institution, insuranoe company, investment company. investment advisory firm or institution that purchases securities. or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consenthas been provided to DBSI. Client will promptly notify DBSI in writing if any of the above circumstances change. II. TERMS AND CONDITIONS THAT APPLY TO CLIENT'S ACCOUNT(S) The following terms and conditions gnvern Client's Account(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it shall be within the sole discretion of ()BSI whether, and in what manner, to exercise such rights. The failure of OBSI to exercise any right granted under this Account Agreement shall not be deemed a waiver of such right or any other right granted hereunder. DBSI retains the right to delegate to its agent, including its clearing agent, Pershing LW (Pershing), one or more of DBSI's rights or obligations under this Agreement without notice to Client. 2. Cash Account. DBSI will classify each Accountas a cash brokerage account. DBSI must separately approve the opening of a margin account (Margin Account) and Client must separately sign the Margin Agreement. 3. Order Execution. Orders for the purchase or sale of assets may be routed to or executed through any exchange, market or broker that DBSI selects. 4. Rules and Regulations. Allarensaotions in Accountls) shall be conducted in aecordence with and subject to Applicable Law. 111111911111H D5 13-AWV .0196 012145 ons13 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) gatA 9Z1018 EFTA_00019888 EFTA00169615 5. Purchase of Securities. OBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed withoot prior notice to Client, if 0651 does not receive payment by settlement Uate. Alternatively, upon Client's failure to pay for purchased and settled securities, 0651 has the right to sell Securities and Other Property held in any of Client's Account's). and charge to Client any loss resulting therefrom. B. Sale of Secorities. Chart agrees mat in a cash account: (a) Client will not sell any Security before it is paid for, (b) Client will own each Security sold at the time of sale, (c) unless such security is already held In the Account, Client will promptly deliver such security thereto on or before settlement date, (d) Client will promptly make full cash payment of any affibunt which may become due ie order to meet necessary rewears for additional deposits and (e) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account and designate these sales as *short: All other sales will be designated as 'king' and will be deemed to be owned by Client In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, and Client fails to make delivery by settlement date.: DBSI has the right to purchase or borrow any Securities and Other Property neonatey to make the reguired delivery. Client agrees to compensate 0691 for any loss or cost, including interest. commission or fees sustained as a result ot the foregoing. 0651 charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement, at http://www.pwm.db.eom/americasreokenualoisclosurestatementhtml for additions' information on interest cherries. 7. Restrictions on Trading. 0651 has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Mot will not buy, sell or pledge any Restricted Securities without DBSI's prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Seourities Act of 1933. Client must identify the status of the securities and furnish DBSI with the necessary documents (including opinions of legal comical, if requested) to obtain approval to transfer and regiiter tneee securities. DBSI will not be liable for any delays in the processing of these securities.or for any losses caused by these delays. DBSI has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Placement and Cancellation/Modification Req0eSts. When Client verbally places a trnde witn o Client Advisor• Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modifyan order that DBSI accepts are on a best efforts basis only. 10. Aggregation of Orders and Average Prices. Client authorizes DBSI to aggregate orders for Clore Accounts) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the price(s) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders being only aerially completed. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the methOd of transmission used in the event of transmission errors, misunderstandings, impersooebons. transmission by uneuthorited oersons. forgery or intercepts. Except in the oaes of gross negligence. Client agrees to release and indemnify DEISL its affiliates, employees and (greeters from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Certain Third Parties. 0951 engages e third•parry cleating agent, Pershing. Client understands that Pershing is the custodian of Client's assets, clears and settles all transactions, and extends credit on any margin purchases, where applicable. Client further understands that Pershing may accept from OBSI, without inquiry or Investigation: (i) orders for the purchase or sale of Socnrities and Other Property on margin or otherwise, and (ii) any other instructions concerning Account(s). Client further undeistands that the contract between 0651 and Pershing. and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of eny kind. Pershing shall not be responsible or liable to Client far any acts or omissions of DBSI or its employees. Pershing does not provide investment actvide, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing. its affiliates and its officers. directors and agents liable for any trading losses that Sent incurs. 13. Liens. Client hereby grants to CiElS1 and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of 0651, any of its'Affiliates or Pershing. in which Client has an interest (held individually, jointly or otherwise)lceliectively all such Securities and Other Property ate referred to herein as 'Collateral') in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (collectively, all sucn obligations am referred to herein as the *Obligations,. Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien to DBSI and Affiliates. the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to D851 and its Athletes or Pershing. With respect fo the lien granted to OBSI and its Affiliates, OBSI (or Pershing, at 06S1's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine what and how much Collateral to apply for the purposes of the.toregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest•in any Acoount or assets that would give rise to a mbhioited transaction under Section 4975(01) (Blot the Internal Revenue Code of 1986. as amended, or Section 406(a)(i)(B) of the Employee Retiroment Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement accounts) maintained by DB51, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satiety Client's Indebtedness or other obligatiuns related to Client's rethement account's). 13-AW14-0186 2 012146.032813 CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) iagaIMM019 EFTA_000 19889 EFTA00169616 14. Satisfaction of Indebtedness and Assignment of Rights: Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges and to priy the reasonable costs and expenses of collection of any amount Client owes to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DB51 or Pershing may execute or assign to each other or any third party any rights or obligations Client granted under this Account Agreement, including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in AccouM(s). 15. Fees. Client understands that DBSI charges an Annual Account Fee for certain accounts and may charge service fees, processing fees and/or other fees or commissions, for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pwm.db.com/americas/ervannualdisclosurestatement. html. Client undetstandc that these fees will he charged to Accounts) and authorizes DBSI to deduct such fees frorn Client's Account(s). 18. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of eartial or total loss doe to market fluctuations or the insolvency of the issuer(s). The assets in Client's Account (including all related cash balances and shares of any Mutual Fund) are not deposits or other obligations of DBSI, Deutsche Bank AG. Pershing or any other bank, are not guaranteed by DOSE Deutsche Bank AG, Administrator. Bank or any other bank, and ere not insured by the Federal Deposit Insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured whNe those monies we held in a depository account at a participating bank as described in the IDP terms and Conditions. Client may from time to time be offered investment products for which DBSI or Deutsche Bank AG is an obligor. These products may be complex. may not provide for the return of the full amount of principal invested or for the payment of a fixed rate of interest (or any interest) and will not usualy be covered by FDIC insurance, unless otherwise disclosed in the written offering documents for such products. 17. Cash Sweep Selection. Client agrees to contact DBSI regarding the selection of Cash Sweep Options and understands that Client's choice of Cash Sweep Options,may be limited to money market mutual funds or deposit products that are unaffiliated with DBSI,if Client's Account is an individuar retireinent account or an EFItSA account, or if DBSI is acting as Client's investment adviser. Client understands that any funds Client has on deposit with the banks participating in IDP will be allocated among such banks in a manner described in the IDP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes DBSI and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes OBSI to share among service providers (as set forth horeiol end DBSI Affiliates such credit-related and business conduct information and any other confidential information DBSI. Deutsche Bank AG and such Affiliatels) may have about Client and Client's Account, in accordance with DEtSts Privacy Policy and Applicable Law. [inland Pershing will provide Client with a copy of each of their Privacy Policies shortly after execotion by Client of this Agreonient. Client may request a copy of Client's credit report, and upon request, 08S1 will Identity the name and address of the consumer reporting agency that furnished it. 19. Confirmations, Statements and Other Communications. Client agrees to notify DBS1 in writioa, within ten (10) days after transmittal to Client of a confirmation, of any objection Client has to any transaction in Client's Account(s). In the absence of such written notification, Client agrees that all transactions in Client's Account(s) will be final and binding. Client understands objections must he directed to the Branch Supervisor in writing, at the address on Client's account statement or confirm. For more information on how confirmations and account statements are delivered, please refer to the Appendix to this Account Agreement. 20. Recording Conversations. Client consents to OBSI recanting any or all telephone calls with Client. 21. Joint Accounts. a. Unless Clients specify 'tenants in common" or 'community property,' Clients authorize DBSI to designate a joint account as 'joint tenants with right of survivorship,' or as "tenants by the entireties" if Clients are married and reside in a state that recognizes said designation for, personal property. Clients agree that joint accounts will be carried by DWI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the event that the Account Ise joint tenancy with right of survivorship ore tenancy by the entireties, the entire interest in the joint Account shell be vested in the survivor or survivors on the earns terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnify DBSI for any loss irmirred through treatment of the Acccunt as provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as if each were the sole Account owner, all without notice to the other Accriurit owner(s). Clients agree that notice toony Account ownor shall be deemed to be notice to oll actiount owners. Eaob Account owner shall be jointly and severally liable for this Account. DBSI may follow the instructions of any owner concerning this Account and make deliveries to any owner, of any or ell property and payment, even if such deliveries and/or payments shall be made to one owner personally and not to all of the Acconnt ownere. OBSI shall be under no obligation to Inquire into the purpose of any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition of the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing, DBSI may require joint action by ell account owners with respect to any matter concerning the account, including the giving or cancellation of orders and the withdrawal of monies. Securities and Other Property. In the event DBSI receives conflicting instructions from any owner, it may in its sole discretion: (a) follow any sueh instructions, (b) require written or verbal authorization of both, all.or any owner before acting on the instructions from any one owner. (c) send the assets of the Account to the address of the account, or (d) file an interpleeder action in an appropriatecourt to truths court decide, the dispute. 13-AWM-0196 3 012145 032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) tiaga l-M020 EFTA_000 19890 EFTA00169617 c. In the event of the death of any owner, the survivor(s).shall immediately give 01351 written notice thereof. DBSI may. before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary forks protection against any tax, lability. penalty or loss under any present or future laws or otherwise. My cost resulting from the dearh of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the Interest of the survivals) as well as against the interest of the estate of the decedent. The estate of me decedent and each rurvivor (including otber Account °worn) shell connouo to be jointly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Moteriat, Non-public Information. During the course of business, employees of DBSI may come into possession of confidontiaf and material nonpublic irdonnation. Under Apnlicabie Law. suoh employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law, DBSI employees era prohibited from communicating sueh information to Client and that 0851 shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third party(ies) (including. without limitation, any investment advisor or money maoeger) Meet on Client's Account, such third party(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party(ies) aurnorized by Client to act for Client, wnother or not retuned to Client by DBSI, is/are not, and shall not be deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are authorized to give any such advice and (c) Client will not solicit such advice or rely upon such advice given in error, whether or not in connection with transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Account(s) or any other matter, Client will consult with and rely upon Client's own advisers, and not DBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of liability. Client agrees that, unless otherwise provided in any other agreement between Client and 0851 or under Applicable Law. DBSI shall not be liable for anti loss to Client except n tho case of DBSI's gross negligence or willful misconduct. DBSI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes. act of foreign or domestic terrorism or other conditions beyond ()BSI's centre]. DBSI shall not tie liable for any damages caused by equipment failure. communications line failure, unauthorized access. theft, systems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions,or assistance on any matter relating to these Account(s). Client must direct all formal complaints against 0B51or'any of its employees to Deutsche Bank Securities Inc., Compliance Department - Client Inquiries, 60 Wall Street, 23n1 Floor, Mai Stop NYC60-2330, New 'work. NY 10005-2836 or Client may call (212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms and Conditions of this Account Agreement shall apply to ench end every account and. collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and supersedes any prior Account Agreement Client may have signed with DBSI. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through 0BSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Conditions of this Account Agreement at any time and for any reasun by sending written notice of such termination or amendment to Client. Any such termination or amendment shall be effective as of the date that DB51 establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreau in writing and signed by DBSI. No failure or delay oo the part of 0BSI to exercise any right or power hereunder or to insist at any time upon strict compliance with any term contained in this Account Agreement, shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights of the parties determined, in accordance with the laws of the State of New York and the United States. as amended. without giving effect to:the choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account Agreement. 31. Assignment, Separability, Survivability. This Account Agreement shall be binding upon Client's heirs, executors, • administrators, personal representatives and permitted assigns. It shall inure to the benefit of 0BSI's successors and assigns, or any successor clearing broker. to whom DBSI may transfer Client's Account(s). DBSI may, without notice to Client, assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non- affiliate entity upon writteo notice to Client. If any provision of condition of this Account Agreement shall be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be effected thereby and this Account Agreement shall be °tined outas if any such invalid or unenforceable provision or condition were not contained herein. 32. The provisions of this Account Agreement governing aibitration (Section III). controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. 13-8Ma.0186 012145032813 CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) 16/AM IA1021 EFTA_00019891 EFTA00169618 III. ARBITRATION • 1. This section of the Account Agreement contains the pre-dispute arbitration agreement between Client and DBSI and Pershing. as applicable, who agree as follows: a. All parties to this Account Agreement (being Client. DI3Sland Pershing) are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed, or as prohibited by Applicable Law; b. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings: • d. The arbitrators do not have to explain the reasun(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; e. The panel of arbitrators will typically include a Inioority of arbitrators who were or are affiliated with the securities industry; f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineheible for atbitrationamy be brought in cost; end g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Account Agreement. 2. Subject to the preceding disclosure, Client agrees to arbitrate any controversies dr disputes that mey arise with DBSI or Pershing, whether based on events occurring prior to, on or subsequent to the date of this Account Agreement. and including any controversy arising out of or relating to any Account with DBSI, the construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI. to transactions with or through DOR or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be determined only before an arbitration panel set up by FINRA in accordance with its arbitration procedures or an exchange of which DEISI is a member in accordance with the rules of that particular regulatory agency then in effect. Client may elect in the first instance whether arbitration shell be by FINRA or a specific national securities exchange of which DBSI is a member, but failure to make such election by registered letter to Deutsche Bank Securities Inc., Compliance Department - Attention: Director of Compliance, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330. New York. NY 10005.213;16 within five days alter receipt of a wrinen request from DBSI for such election, gives DBSI the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgment upon arbitration awards may bo entered in any court, state or federal. having jurisdiction. Any arbitration under this Account Agreement will be conducted pursuant to the Federal Arbitration Act and the laws of the State of New York. 3. Neither DBSI, Pershing nor Ckent(s) waive any tight tn seek equitable relief pending arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated ,a court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (al the class cerutication is denied, or (b) the class is decertified, or (c) the Client is excluded from the class by the court. Such forbearance to animas an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. [THIS SPACE INTENTIONALLY LEFT BLANK] 13.AIMA-0198 5 012145 032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DS94-h 9A022 EFTA_00019892 EFTA00169619 Fore W-9 [Hey December 2011) Dressier. or We Newsy Clonal Room tient* Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print ct type See Spackle Instructions al Pegs 2. Nines shown on your rearm to new) Southern Trust Company, Me Bleneensedderegaided NOD/no hem array nom atom On template lice for ledereitax desselcatfori: O vendor proprietor 13 Gera:triton [3 S Corporation El Pancerstup 0 Trust/mien • O Urdied liatilitycomparry Erne( the it, COStabton fCC cooxeufico. 5.3 coporation hnnertnerad► Cow Ore ammeter& • DEnal:4 Pelee Adders geariete. inn and apt. or us no.) i Frequenees name and address MOO Red Hook Qatar B3 poems) City. Sand wade St Thomas, LtSV1 00302 LW apnea outshone hem looticord • art I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The "nu provided must match the nen.* given on the "Names line to avow backup withholding. For Individuals. this Is your social StabaritY number MM. However, for a resident stun, ode prOpietor, or disregarded entity, see the Pan I insbuctlord on page 3. For other entities. it is your employer IdentIcation number (FIN). a you do not have a number. ace How to get a TIN on page a Note. II the account is in more than one name, see the chart on page 41pr guidelines on whose number to enter. Seidel scowler rumba Employer mementos:on MTN./ Part II Certification Under penalties ol per)ury, I certify that: 1. The number shown on thls form Is my correct taxpayer identification number (Or I am waiting for a number to be issued to me), and 2 I am not subject to backup withholding because: (a) I am exempt from backup vnthhoicling, or (b) I have not been floured by the Internal Revenue Service ORS) that I ern subject to backup withholding as a result of a failure to raped to interest o dividends, 0t(e) the IRS has noire me that I yes no longer subject to backup withhdding, and 3. I am a U.S. citizen or other U.S. person (defined below). Codification Instructions. You must cross out item 2 above it you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and 0Mdencts on your tax return. For real estate transactions, item 2 does net apply. For mortgage interest paid, acquisition or aban e cierim es °n al ad property. cancellation of debt, coctributions to an indivklual retirement arrangement PRA). and generaRy, payments other than int deride you are not signthe certification but you must provide your correct TN. See the instructions on Sege 4. Sign SIgnetme of Here US. penes • General Instructiot Section references are to the tonal Revenue noted. Purpose of Form A person who is required lo fib an information return with the IRS must obtain your correct taxpayer Identification number (FIN) to repel. Sor example, Income paid to you, real estate transactions. mortgage interest you pad. acquisition Cr abandonment of secured property. cancellation of debt, or contributions you made to an IRA. Use Form W-9 say if yea are a U.S. person (inducting a resident sleet to provide your correct TN to the person requesting it Mee rogueetw) and, when applicable. to: 1. Certify that the TIN you aro gNIng Is correct (at you are waiting for a number to be issued), 2. Car* that you We not subject to backup withholding. or a Claim exemption from backup withhoidirg it you are a U.S. Contrict payee. If applicable. you are also certifying that es a U.S. person, your alloccblo share of eny partnershp income from a U.S. trade or business is not subject to the withholding lax on foreign partners' share of electively connected license. Date W ,...--) Noto. If a requester gives you a lam other than Form W-• to request year TIN, you must use the requester's form ti ti is substantially similar to iris Form W-9. Definition of a US. person. For federal tax PurPoses. You are considered a U.S. WSW II you are: • An Individual who Is a V.S. chlen or U.S. resident Wen. • A partnership. corporation, company, or association created or organized n the United States or under the laws of the United States, • An estate (other than a foreign elate), 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 gecorely required to pay a wilhnotein9 tax on any foreign owners' 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 V.S. person that is a partner in a partnership conducting a trade or business new United States, provide Form IN-9 to the partnership to *stet:Joh your U.S. statue and amid withholding on your share of partnership Income. Cella 1001X Form W-9 (Rev. 12-Z011) CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 023 EFTA_000 19893 EFTA00169620 IV. TAX ELECTION/DECLARATION OF TAX STATUS This Account Agreement is designed for use by both U.S. Poisons and Non-U.S. Persons. Please check the box next to the applicable item below. Client candies that Client will notify DEISI in writing invnechately it the representation certified to below ceases to be true and correct. 1 O V S Citizen or U.S. Resident Alien Fenn W9 Substitute Request for Taxpayer Identification Number and Certification Name lea shown on your income tax return) Business name/disregarded entity narhe. Minterenflritrm above Check appropriate box for federal tax thostfication (required) O Individual/sole proprietor O C Corporation K 5 Corporation El Pannerslup E Trustiestate O Limited liability company Enter the tax clawificetion (C-C urn potation. S=S corporation, Pepannesship) Other p O Ibremet Mee Addams (number. street arts apt or suite no.) City. State. and ZIP code jTaxpayer Identification Number (TIN) Pia II Sign Here Enui your TIN in the appropriate box. The TIN provided must match the name given on the -Name- Ine to avoid backup withholding. For individuals. this is your social security number ISSN) For other entities. n is your employes identification number IEIN). Number OCIDC0- EMPI0VIC Itleatifica bon Number EllaCEOLLIOLI Certification Under penalties of perry. I unity that: 1. The number shown on this form Is my correct taxpayer idinefication number icr I am wading for a number to be issued to met. and 2 I am not subject to backup withholding because' la) I am exempt from backup withholding. or ID) I have not been notified DV the Internal Revenue Service (R5) Blatt am subject to backup withholding as a result of a Nene to report all Intenset or dividends. or IC) the IRS has noth led me that am no longer subject to backup withholding, and 3. I am a US. citizen or other U.S. person (defined in the instructions) Cendscation instructions. Yoym6at cross° kern 2 above if you have onotifire by the IRS that you are aurently subject to backup withholding because you have failed tvfbporl el interest a dividends rot in. Signature of U.S. person 2 O Non-U S Person am not a U.S. person Including a U.S. resident alien). I am submitting the spoicsbis Form W-8 with this form to certify my foreign status and. II a pi:disable. claim tax treaty benefits, For example: Client is not a U.S. person (including a U.S. resident alien). Chem agrees to provide OBS1 with this appliCabon the acoliCable Internal Revenue Service (IRS) Form W-510 certify the client's foreign status. W-8 forms and instructions are evadable on the IRS wobble at wwwirs.gov 13.AWM-0196 6 012145 432813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) S9DAVA1024 EFTA_000 19894 EFTA00169621 BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: ill CLIENT HAS RECENED. READ AND AGREES TO THE TERMS AND CONDITIONS OF THIS ACCOUNT AGREEMENT, INCLUDING THE APPENDIX WHICH CONTAINS IMPORTANT INFORMATION: AND (2) THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION IS ACCURATE. CLIENT ACKNOWLEDGES THAT THIS ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTION III. PAGE 5. AND CLIENT AGREES TO ITf RMS (ALL ACCOUNT AGREEMENT SIGNATORIES MUST INITIALI. INITIAL HERE THE INTERNAL iTEYENUE SERVICE DOES NOT REQUIRE CLIENTS CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING. AND. IF APPUCABLE. THE CERTIFICATION REQUIRED TO ESTABUSH CLIENT'S STATUS AS A NON-U.S. PERSON AND OBTAIN A REDUCED RATE OF WITHHOLDING. Important Inforrnation for ERISA employee benefit plan cllemt U.S. Depanmentot labor regulations require DBSI to disclose to a responsible plan fiduciary tenet iMotmation in connection with the services that DBSI provides so INIMA to assist the fiduciary in ovaksaling the reasonableness of °BSI's services and misted compensation. The disclosure is available online. at Imp://Www.pwrodtscorn/amerlcasrenletise_disclosure_pcshlml. By signing below. you ecknoMedge that you are a fiduciary responsible for the procurement of DEISI's seMises to the plan you have read the disclosure and you understand the disclosure. Individual or joint account (IF THIS IS A JOINT ACCOUNT, ALL ACCOUNT OWNERS MUST SIGN): CONFIRMATION OF TAX AND COMFILIANCE RESPONSIBILITIES Client acInowkdges having sole responsibility to full ii any tax obligations and any other regulatory ripening duties applicable in any relevant jurisdictions that may ante in connection with assets. income or transactions In Client's accOunfial and business relationship with PBS!. CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: OTalents in common: or O Community Property Nor married couples in certan states. each spouse retains 50% interest in the coninunity property upon death of the first spouse). Signature Date Print Name SSWEIN Signature Date Print Name SSN/EIN Signature Date SSN/EIN Print Name Corperittien pettnership, trust or other 'their CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having sole responsibility to fulfil any tax obligations and any other regulatory reporting duties applicable to in any relevant jurisdictions that may arise In connection with assets. income or transactions in Client's accountIsl and business relationship with DBSI. Funhermons. Client confirms that the necessary Information Ito the best of Client's knowledge and capabilities) is made available no less than annually to the relevant beneficial owner(s). sethor(s), berieficiaryiles). rawliverist, etc. to enable such person(s) to lull ill any respective tax obligations that may arise for such presonisi in connection with Client's business relatiOnship with pest Name of Southern Trust Company Inc Entrty Signature of Officer. Partner, Trustee. Authonzed P. P ont NernerlbleJeffrey Epstein Employer ID No 66.0779861 Date-7 -a-V-13 Signature of Officer, Partner. Trustee, Authorized Party Date Print Name/Title Signature of Officer. Partner. Trustee. Authorized Party Date Print Namonitki 13.AWM.0196 7 012145 032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) talANW-M025 EFTA_00019895 EFTA00169622 APPENDIX TO This ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS IMPORTANT i PLEASE READ THIS APPENDIX DISCLOSURES 1. Confirmations. Confirmations of transactions. as well ai other communications will be sent to the address Client has provided, or to such other address as Client may hereafter give to 0851 in writing, and all communications so sent, whether by mail. private carrier, facsimile, messenger, electronically or otherwise, shall be deemed delivered to Client when sent, whether actually received or not. 2. Consent to Loan or Pledge of Securities and other Property. Within the limitations imposed by Applicable Law, all Securities and Other Property now or hereafter held, carried or maintained by or in the possession of D&SI Mat have not been fully paid for may be lent to DRS'. to Pershing or to others, and may be pledged, repledged. hypothecated or rehypothecated without notice to Client, either separately or in common with other Securities and Other Property of DBSI's other Clients for any amount due in any account with 0851 in which Client has an interest, or for any greater amount, and D8SI may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Property. Client understands that while securities held for Client's Account(s) are loaned out, Client will lose voting rights attendant to such securities. For additional terms that apply to margin accounts only, see the Margin Addendum. Neither Pershing, nor DBSI, will lend or pledge fully paid for securities without Client's written permission 3. Corrected and Late Trade Reports. DBSI may receive late and/or erroneous trade reports from the marketplace where Client's order is executed: Any such reports may result in an adjustment to Client's order or the information on a trade execution reported to Client. 4. Effect of Attachment or Sequestration of Acconnts. D681 shalt ndt be liable for refusing to obey any orders given by or for Client with respect to any Account which is or has been subject to an attachment or sequestration in any legal proceeding against Client, and DBSI shall be under no obligation to contest the validity of any such attachment or sequestration. 5. Foreign Securities. With respect to debt or equity securities of foreign issuers or debt or ceposit instruments of foreign banks ("Foreign Securities"), Client acknowledges and understands that: (a) Foreign Securities are, In most cases, not registered with the Securities and Exchange Commission er listed on any U.S. securities exchange, (b) Foreign Securities, particularly those of issuers in the so-called "emerging markets- are often illiquid, are sometimes subject to legal andior contractual transfer restrictions and it may be difficult or impossible to dispose of such Foreign Securities prior to the maturity thereof or to determine the market price thereof for valuation purposes, (c) Foreign Securities, and the issuer. guarantors or other obligors with respect thereto (-Foreign Issuers/ Obligors") are subject to a variety of risks in aduition to tnese typically Aced in the case of U.S. secorities and issuers, including, among other things. currency risk, exchange controls, confiscatory taxation, withholding, limitations on the rights of security holders, civil unrest, hyperinflation, discriminatory treatment of foreign investors, etc., (d) there is often less information available regarding Foreign Issuers/Obligors. and such information may be more difficult to interpret, than is the case with U.S. issuers whose securities are subject to the periodic reporting requirements under U.S. securities laws, (e) there may be no effective means to determine if a Foreign Issuer/Obligor is in default of its obligations in respect of its debt securities ex other financial obligations (and Client specifically acknowledges that Foreign Securities Which Client purchases may be In default at the time of purchase). (f) Foreign Securities In question may be urinated, and (g) such Foreign Securities are not suitable for all investors. Client authorizes DBSI to purchase Foreign SeCurities land, in the case of Foreign Securities denominated in footage) amends& the relevant foreign currencies) from or sell Foreign Securities (and foreign exchange) ro an Affiliate of OBSI. In dealing with such Affiliates, such Affiliates may take and retain their normal commissions, spreads or other fees without regard to DBSI's relationship with Client. 8. Freeriding Prohibited (Not Applicable to Margin Accounts). Paying for the purchase of securities in a cash account with the proceeds of their subsequent sale. known as freeriding, vioiutes Regulation T of the Federal Reserve Board, is prohibited end may, among other things, result in Client's Account being rostrioted or closed. 7. Impartial Lottery Allocation System. When D851 holds Securities and Other Properly that are callable (all or in pant on Client's behalf, Client will participate in 0651's impartial lottery allocation system for the called Securities and Other Property. 8. Non-Investment Adviser Capacity. Unless D851 agrees otherwise in writing. D851 is not acting es en investment adviser' (as such term is defined in the Investment Adyisers Act of 1940, as amended) with respect to the Client's Account(s). 9. Non-United States Resident Additional Oiseiosure and Uriderstanding. This disclosure applies to non-Untted States residents arid non-United States domiciled entities. Client's Account is based in the United States: and not in Client's country of residence. DBSI accounts.producis and services may not have been registered, reviewed or approved by any governmental, banking or securities regulator in Client's country el residence or domicile. Not all of 0881 accounts, products, services or investments are available to residents of all countries. Many countries have various laws, rules and regulations that may apply to opening and maintaining accounts, products or services outside Client's country or residencle or domicile, including (opening and filing requirements and laws, rules and regulations regarding taxes, exchange or capital controls. Client is responsible for knowledge of end adherence to any such laws, rules and regulations and reporting or filing requirements in Client's country or dotnicile of residence that (Mein apply as a (adult or Client's Anonent with DBSI lh the United States. These may include but are not limited to. tax, foreign exchnnge or capital controls, and reporting or filing requirements that may apply as a result of Client's country of citizenship, domicile or residence. Client currently complies and will continua to comply with any such laws, rules, regulahons and reporting or filing requirements as required by Client's country of citizenship, residence or domicile 13-AIMA4196 8 onta6.032813 CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) 'AVOW026 EFTA_000 19896 EFTA00169623 10. Notices. Notices and other communications may also be provided to Client verbally. Such notices and other communications left for Client on Client's answering machine, voice mail, electronic mail or otherwise, are considered to have been delivered to Client whether actually received or not. Transactions entered into Clients Account shall he confirmed by DBSI in writing where roduired by law or regulation. 08.51 will not send separate confirmations for the following transactions: (a) dividends or distributions credited cv reinvested, or transactions effected pursuant to a Dividend Reinvestment Plan, (b) shares of money market funds that are purchased or redeemed, or are part of the Cash Swarm Options, of (c) trensactioos effected pursuant to a periodic plan or an investment company plan. Client's periodic account statements will reflect these transactions. Notices concerning all matters related to Accounts) usually will go through DBSI although Pershing may send noticed) directly to Client with a duplicate to DBSI shoutn marmot conditions, time/constraints or other circumstances so reeuite. 11. Possible Conflicts of Interest. Services and recommendations that DEIS1 provides to Client may differ from the services and recommendations provided to other Clients or by other individuals or groups at DBSI and/or affiliates of Deutsche Br nk AG. whether acting as principal or agent. DBSI provides investment advice, portfolio management and execution services for many Clients and, in addition, acts as principal in various markets. Given these different roles, indiviauals and groups at DBSI and affiliates of Deutsche Bank AG are seldom of one view es to an investment strategy and may poises diffedng or oonflicting srretegiSs. Employees of DBSI shat have no obligation In recommend to Client, or inform Client of, strategies being pursued by DEISI or other Clients. Further. (a) DBSI and its affiliates may provide services for a fee to or solicit business from companies whose securities are recommended by ()BSI. (b) DBSI and its affiliates may be paid fees by investment companies registered under the Investment Company Act of 1940 or other investment vehicles, including without limitation, fees for acting as investment advisor, administrator, custodian and transfer agent, and (c) DBSI and its affiliates act as brokers, principals and/or market makers in detain markets and may do so in transactions with Client. 0951 may recommend securities er strategies that are issued, underwritten, implemented or advised by DBSI or one or more of its affiliates. DBSI may receive compensation, in addition to the compensation Chen, pays DBSI, in the form of Rule 12b-1 fees, distribution fees, finder's tees, fees based upon Lund management fees and cash or non-cash payments theiste paid by mutual funds (out of fund assets in the case of Rule 12b-1 fees) or by the managers and other service providers to the funds (not out of fund assets). DBSI also participates in a program offered by Pershing, under which 13851 shares in revenue received by Pareinhg from mutual funds offered on the Pershing platform. All of these payments may vary based on sates volume or assets under management and may give 0651 a financial incentive to recommend certain funds or strategies and to include those funds in models end programs. fn addition, DBSI may receive trail compensation in eonnection with sales of auction rate seourities. 12. Securities Investor Protection Corporation (SIPC). Deg provides SIPC coverage through Pershing and/or as a member of SIPC. For additional information on this coverage see www.SlPC.org or call the 51PC public information number (201) 371-8300. Chant will refer to the Annual Disdnsure Statement, 3t http://wwwipwrn.db.rom/americas/ en/annualdisclosurestatementhtml for additional information regarding SIPC and excess of SIPC coverage. 13. Tax-Exempt Entitles. Charitable remainder trusts, foundations, pension plans and other tax exempt entities may be deemed to receive unrelated business taxable income (UBTI) as a resun of investing in certain securities. borrowing monies under a margin loan, investing in a partnership or limited liability company that generates UBTI or other leverage or loan arrangements. Tax-exempt entities should consult with their tax adviser before making an investment or entering into such an aneniont. If Client's periodic Aocuunt Statement indicates met any Securities were forwarded to Client and Client has not received them. Client should notify DBSI immediately. If notification is received within 120 days after the mailing date, as reflected on Client's Account Statement, replacement wiN be made free of charge. Thereafter, a fee for replacement may apply. DEFINITIONS The following are definitions of certain terms that are used within this Account Agreement. As required, the singular shall be plural and the plural shall be singular. 1. "Account Agreement" means the written agreement entered into between Client(s) and DBSI regarding CNent(s? Account(s). The Account Agreement includes the Terms and Coriciticns. Arartration, Tax beetion/Docleratrun of Tax Status, and the Appendix to the Account Agreement, as well as any other applicable disclosure documents related to Client's Accoum(s), together with any amendments or supplements to such documents. There may be disclosures, agreements end terms apalicable tea particular feature, program, occnuM or service provided de a result at o Client election, modification of or addition to the Account Agreement, change In service or otherwise. DBSI will provide to Client such disclosures, agreements and terms, which shall be incorporated into this Account Agreement by reference. From um e to rime, 00SI may require that Client sign other agreements or documents tor certain services or instructions and such additional agreements and documents shell become part of this Account Agreement. 2. -Affiliate(s)" means any entity that is controlled by, controls or is under common control with DBSI. DBSI is a subsidiary of Deutsche Bank AG. Each affiliate is a separate legal Why. 3. 'Applicable Law" means the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house, if any, where a transaction is executed and applicable federal and state laws and regulations, including but not limiteo to securities laws and regulations (including tne rules end regulations of the Securities end Exchange Commission and the Federal Reserve Beard or foreign securities regulator, as applicable), end the rules and regulations of FINRA, or any other seftregulatory agencies or organizations having governing authority to transaction in an Account in effect from time to time. 'Applicable Law' shell also include the rules of any national securities association, registered securities exchange or of the Options ClearingCorporation or other clearing 'organization applicable to the trading of option contracts. 1341W1•14196 la 012145.0328)3 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) VASIMA 71027 EFTA_000 19897 EFTA00169624 4. 'Branch Supervisor means tho manager of the branch office at which Client', Account(s) is/are maintained. 5. 'Cash Sweep Options' means the program through which certain uninvested cash balances in eligible Accoum(s) will be deposited automatically each day into interest-bearing. FDIC-insured depository accounts through DB.SI's IDP or into an available money market mutual fund until Client invests these balances or balances are otherwise needed to satisfy obligations arising in connection with Client's Account(s). The Cash Sweep Options are described more fully in the Cash Swoop Options Disclosure Statement, which will be provided to Client under separate cover after the Account is opened. 6. `DBSI Privacy Statement" means the statement of DBSI's policies pertaining to gathering. protecting and maintaining the confidentiality of Client information and, in certain limited situations, providing Client information outside of DBSI. 7. "Party' or "Parties" means Client(s) end DBSI. together with its affiliates, collectively. 8. 'Restricted Securities" means securities of a corporation of which Client is a director, executive officer or 10% stockholder, or otherwise classified as a control person or insider, or securities that are subject to any restrictions on resale (whether by Applicable Law, contract or legend on the security}, or are not traded on or through a national securities exchange, automated quotation system or other nationally recognized published interdealer quotation system. 9. 'Securities and Other Property' means, but is not limited to. money, securities, financial instruments and commodities of every kind and nature and related contracts and options (whether for present or future delivery), distributions, proceeds, products and accessions of all property owned by the Client or in which the Client has an interest. [THIS SPACE INTENTIONALLY LEFT BLANK' 10 13-4W14-0196 012145032813 CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) 611%90-M028 EFTA_000 19898 EFTA00169625 MARGIN DISCLOSURE 1IMPORTANT:,PLEASE READ THIS MARGIN DISCLOSURE PRIOR TO OPENING A MARGIN. ACCOUNT AND RETAIN A COPY FOR YOUR RECORDS ' Deutsche Bank Securities Inc. (DBSI) is furnishing this document to you, the Client, to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading in securities in a margin account, please review this Margin Disclosure carefully (which is to be read in conjunction with the entire Account Agreement). Please call your Client Advisor with any questions or concerns regarding the use of margin. When you putteese securities, you may pay for the securities in full or you may borrow part of the purchase price from DBSI (via a margin loan offered by Pershing). You may also borrow for purposes other than the purchase of securities • based on the value of fully paid securities held in the Account. If you choose to borrow funds from DBSI, you must open a margin aocount and sign the atteoned Margin Agreement along with the Account Agreement. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, DBSI can take action, such as issuing a margin call and/or selling securities or other assets in any of your accounts (as provided in the Margin Agreement) in order to maintain the required nquity in the account. It is important to fully understand the risks involved in trading securities on margin. These risks include the following: 1. You can lose more funds than you deposit In the Margin Account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to DB51 to avoid the forced sale of those securities ar other seouritiee or assets in your eocount(s). 2. DBSI can force the sale of securities or other assets in your eccouM(s). If the equity in your account falls below the maintenance margin requirements, or DBSI's higher "house' requirements, DBSI can sell the securities or other assets in any of your accounts held at DBSI to cover the margin deficiency. Ynu also will be responsible for any shortfall in the account after such a sate, including coats and interest accrued. 3. DRS! can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Generally, DBSI does attempt to notify its Clients of margin calls, but it is not required to do so. However, even if DBSI has contacted a Client and provided a specific date by which the Client can meet a margin call, DBSI can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the Client. 4. You are not entitled tb choose which securities or other assets in your account(s) ere liquidated or sold to meet a margin call. Because the securities are collateral for the margin loon, DBSI has the right to decide which security to sell in order to protect its interests. 5. D851 can increase ita 'house* oialntononce margin mealremenot at any time andlls not reguirod to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause D851 to liquidate or sell securities in your account(s). 6. You are not entitled to an extension of time nn a margin call. While an extension of timo to meet margin requirements may be available to clients under certain conditions, a client does not have a right to the extension. 7. Short Sales are margin ten.sections end involve the risks described above. A short sale means any sale of securities that you do not own or which are borrowed for your account ("Short Sales'). Because short sales are margin transactions, such transactions are subject to the same risks and terms and conditions of margin transactions. 8. DBSI and/or Pershing may loan any securities which conateralize your margin loan. Securities held in a margin account may On lent, to DBSI• to Pershing or to others, and may be pledged. repledged, hypothecated or rehypothecated by DEISI and/or Pershing. without notice to you. OBSI and/or Pershing may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Property and in doing so, are authorized to retbin certain behefits, including intermit on your collateral posted for such loans. While your securities are loaned out• you will lose voting rights attendant to such securities. Pershing and/or DBSI may receive compensation in connection with these transactions. Fnr additional information oo rehypothecation, please refer to the Margin Addendum. 1340/040198 11 012145.032873 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 9490-1)90029 EFTA_00019899 EFTA00169626 MARGIN ADDENDUM TO ACCOUNT AGREEMENT Supplemental Terms and Conditions that Apply to Client Margin Account Any capitalized terms not otherwise defined herein or in the Margin Disclosures Shad have the meaning specified in the Account Agreement and/or its Appendix annexed thereto. By signing this Agreement Client agrees to be bound by the Terms and Conditions in this Margin Addendum as well as those terms and conditions contained in the Account Agreement all of which the incorporated herein by reference. 1. Mechanics and Risks of Margin. Client represents that Client understands the mechanics and risks of using margin as explained in the attached Margin Disclosure which is incorporated herein by reference. 2. Financing. Chant understands that the margin transactions in theaccount may be financed by Pershing or DBSI. 3. Interest and Costs. Client agrees to pay interest on all sums borrowed and other balances due and costs incurred by Deutsche Bank in maintaining the Margin Account on Client's behind. DEISI will deduct all interest charges horn Client's Account. Interest charges will be reflected on Client's account statement. For additional information on interest charges, please refer to the Annual Disclosure Statement at http://www.pwm.db.corn/americas/en/ annualdisclosurestatement.html. To obtain the current schedule of rates visit: tittpl/pwm.db.com/pwrn/eni alexbrown legal overview.html and click on "DBAB Call Rate" ortontact the Client Advisor. 4. Client's Margin Loan Is a Demand Loan. As such, DBSI or Pershing has the right to demand at any time the immediate payment of all or any portion of a margin balance. 5. Liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as 'DB Collateral') in order to secure any and all indebtedness or any other obligation of Client to O851 and Its Affiliates or Pershing (collectively, all such obligations are referred to herein as the -DB Obligations"). Client further grants to Pershing a security interest in and lien (the "Pershing Lithe) upon aN Securities and Other Property held in Client's Margin Account(s) and any associated caso account(s) ("Margin Collateral") to secure the indebtedness or any other obligation of Client to Pershing in this Margin Account (the 'Margin Obligations"). Clients who are joint account holders (Joint Accountholders) acknowledge and agree that DB Collateral shall include Securities and Other Property held in the Account or arty other account held by either Joint Accountholder with DBSI or its Affiliates (whether individually, jointly or otherwise) and shall secure any and all DB Obligations of each Joint Accountholder to DBSI and its Affiliates. With respect to the lien granted to DBSI end its Affiliates, DB51 (or Pershing, at DB5I's instruction) may, at any time and without prior notice. sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such DB Collateral in order to satisfy any DB Obligations. In enforcing this lien, DBSI shall have the discretion to determine which Seourities and Other Property to apply for the purposes of the foregoing. With respect to the Pershing Lien, Pershing may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or allMargin Collatenit in order to satisfy any Margin Obligations. In enforcing • this Pershing lien, Pershing shall have the discretion to determine what and how much Margin Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing. nothing herein shall be deemed to grant an interest in any Account or assets that would give rise toe prohibited transaction under Section 4975(c)(1)18) of the Internal Revenue Code of 1986, as amended, or Section 406(a)(i)(B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by DBSI. which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement account(s). 6. Consent to Loan or Pledge of Securities and Other Property. Within the limitations imposed by Applicable Law. all Securities and Other Property now or hereafter held, carried or maintained by or in the possession of DBSI that have not been fully paid for, or are held in a mergin account as collateral for a margin loan, may be lent to DBSI. to • Pershing or to others, and may be pledged, repledged, hypothecated or rehypothecated by DBSI and/or Pershing without notice to Client, either separately or in common with other securities, commodities and other property of DBSI's or Pershing's other clients for any amnunt due in,any account with DB51 in which Client has an interest, or for any greater amount, and DBSI and/or Pershing may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Property. Client understands that while securities held for Client's Accounts) are loaned out, Client will lose voting rights attendant to such securities. Margin securities in Client's account may be used for, among other things, settling short sales and lending the securities for short sales. As a result, Pershing and/or DBSI may receive compensation in connection with these transactions. Neither Pershing, nor DBSI, will lend or pledge fully paid for securities without Client's written permissiort 7. Margin Maintenance, Calls for Additional Collateral. Liquidations and Covering Short Positions. In order to engage in margin transactions, Client will be requited to maintain such Securities and Other Property in Client'sMargin Account(s) for margin purposes as shall be required under Applicable Law or otherwise by O651 or Pershing for any reason. Client may be required to post. deposit or maintain additional collateral at eny time. In addition to the rights otherwise set forth in this Agreement, O851 and Pershing also shall have the right to liqUidate any Securities and Other Property held in the Margin Account whenever DBSI or Pershing deems It necessary fbr its protection. Circumstances that may result in collateralnails or liquidations include, but are not limited to, the failure to promptly meet any call for additional collateral, the filing of a petition in bankruptcy, the appointment of a receiver by or against Client, or the attachment or levy against any account with O851 in which Client has an interest. 13.AWM-0196 12 012145.032813 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) 16a0-0030 EFTA_000 19900 EFTA00169627 The rights of DBSI and Pershing shall include the right to buy all Securities and Other Property which may be short in such account, to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or purchase on other notice or advertisement, each of which is expressly waived. Upon a default. Client will also bear the cost of *serving the value of collateral. including hedging transactions that may be executed at DBSI or Pershing's discretion. Any sales or purchases hereunder may be made at on any exchange or other market where such businesi,:is usually transacted, or at pudic auction or private sale, and DBSI or Pershing may be the purchaser for its own epootint. Client understands that ony prior demand, or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of the right to sell or buy without demand or notice as provided herein. Client further understands and agrees that if D851 or Pershing permits Client a period of time in which to satisfy a call, the granting of that period of time shall not in any way waive or diminish the right of DBSI or Pershing to shorten the time period in which Client must satisfy the call. including an outstanding call, or to demand that a call be satisfied immediately. Client further understands that liquloations may involve sales of positions in Client's Aocount(s) that ere &sweat as the full indebtedness owed by Client. 8. Reg T Extensions. Client authorizes DBSI, at its discretion, to request and obtain extensions) of Client's time to make payment for securities Client purchases. as provided for by Federal Reserve Bank Regulation T. 9. Short Sales of Securities. Client understands that before executing a Short Sale, DBSI or Pershing is generally required to make en aftimiative determinaten es to whether DEISI or Pershing will receive delivery of the securities from the Client or that the securities can be borrowed by the settlement date. This process is commonly referred to as "obteinng a locate." If a sufficient quantity of securities is not available from inventory, DBSI or Pershing may, among other things, contact third-party lendersito ascertain whotner they have securities available tor longing. If a sufficient quantity of securities appears borrowable, DBSI or Pershing may proceed to execute the short sale on Client's behalf. A locate is simply an indication that, as of the time the iocate is obtained, it appears that securities will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be available for lending and delivery on the settlement date or that the lender will not thereafter require the return of the borrowed securities. If the securities ere not available Ionborrowing for auy reason by the settlement date. Client (as the seller) will 'fail to deliver" to the purchaser. In that circumstance, a buy-in of the securities that were not timely delivered wilt occur on the morning of the third bnsiness day after normal settlement date and Client will be responsible for all losses and costs of the buy-in. See 'Mandatory Close-Out of Short Sales' below. Client is ultimately responsible for the delivery of securities on the settlement date and for the consequences of a failure to deliver and the timely return of eecorities borrowed on Client's behalf inducting any losses incurred by D8S1 or Pershing relating to such short sales. Short positions wig be 'marked to the market" weekly. If the aggregate value of all securities sold by Client appreciates, an amount equal to such appreciation will be transferred from Client's Margin Account to Client's short Acoouot resulting in a debit entry in the Margin Account. If the aggregate yelue of all the securities sold short depreciates. an amount equal to such decline will be transferred from the cash account to the Margin Account resulting in a credit entry in the Margin Account. The closing price from the previous business day is used to detemene any anpniciation or depreciation io the market value of any security sold short. Please note, from time to time. DBSI or Pershing may be prohibited from effecting a short sale in accordance with Applicable Law whether or not a "locate" is obtained. 10. Mandatory Close-Out of Short Sales. Applicable Law generally requires that short sales of equity securities be closed by nc later than the beginning of regular trading hours on the first business day following the settlement date if delivery of the securities has not occurred. The close-out is effected by DBSI or Pershing purchasing the securities for cash or guaranteed delnery of like kind and quantity. The requirement generally applies to undelivered equity securities that, on the date of the ehort sale, appeared on the 'restricted list' of FIRM or a national securities exchange of which DBSI or Pershing is a member (i.e. those securities that have a clearing short position of 10.000 shares or more and that are equal to at least 1/2 of 1% of the issue's total shares butstandlhg) (-Threshold Securities,. DBSI or Pershing will be required to effect a close-out mandated by Applicable Law whether or not a locate' was obtained and whether or not a buy-in notice was issued by a purchaser or securities lender. 11. Tax Treatment of Earnings on Pledged Municipal Securities. Client will consult with a tax adviser prior to depositing municipal securities to satisfy margin roquitertiaMs as there may be tax consequences of doing so. 12. Rehypothecation and Tax Treatment of Payments in Lieu of Dividends. The Internal Revenue Code generally provides that, subject to certain requirements, dividends paid to a U.S. individual shareholder from domestic corporations and eortain foreign corporations are subject to tax at trie reduced rates applicable to long-term capital gains. Payments in lieu of dividends are not eligible for the reduced rate of tax for dividends and are taxed at ordinary income tax rates. DBSI and Pershing have the right to rehypothecate margined shares in Client's Margin Account. Accordingly, Client hereby agrees that Client'eAccount may receive payments in lieu of dividends, whicn unlike actual dividends are taxed at ordiriary income treeralias. Client further agrees that neither DBSI nor Pershing shall be respolisible to Client for any additional taxes or other costs Client incurs for receipt of such payments in lieu of dividends. Client elso agrees to consult with Client's tax adviser if Client has any questions relating to payments in lieu of dividends. . 13. Additional Risks. The use of margin may enable Client to increase the size of the trades and/or volume of trading in the account which may result in en increase in the aeloUnt of commission's being pold to ()BSI or Pershing by Client. 14. Restricted Securities. Client will tat post Restricted Securities as conetotal for merge) transactions witilout the prior approval of DBSI. 15. Collection Remedies. DRSI reserves the right to assert any other remedies available under Applicable Law to collect any and all amountisl due to DBSI or Pershing. 18. Receipt of Mown Disolosnre. Client hereby acknowledges receipt of the Margin Disclosers and Client acknowledges Client's understanding of and agreementto the contents thereof. 13.AWM-0196 13 012146 032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WAN .10.1031 EFTA_00019901 EFTA00169628 BY SaGNING BELOW CLIENT ACKNOWLEDGES THAT CLIENT HAS RECEIVED, READ AND AGREES TO THE TERMS OF THIS MARGIN AGREEMENT, INCLUOWG THE MARGIN DISCLOSURE. This Agreement is subtext aeon Clause in Section III, page 6, 01 the Account Agreement. Account Humber Parilviduei rejoin. exceintgi THIS IS AJOINT ACCOUNT. ALL ACCOUNFOWNET6 MUST S1GN3 Signature Date Pnnt Name SSN/EIN Signature Date Pmt Name 55N/eel Signature Date Relm Name SSNPEIN Corperellen, poem rship, trust or ether entity: CONFIRMATION OF AUTHORITY TO BORROW N des is an agreement fore trust other fiduciary account or other 4100414OUffil personfin account. the authortted person hereby ceniges and represents that the Ute of a margin account and specifically the borrowing. tending and pledgng of Securities and Other Property as described herein and in The Margin Seaton is in accordance with and aultrorind by the provisions of the trust or JM. emvn,Qtt end Applicable Law governing the trust or other entity. Name of Entry Signature of Officer. Partner. Trustee, Authorized Pa Not NerneffitleJeffrelY Epstein Signature of Office. Partner. Trustee. Authorized Party Date Print Name/Tine Signature of Officer. Partner. Trustee. Authorized Party Date Prim Name/Thle FOR OFFICE USE ONLY Branch Manager approval for margin accounts: Signature Date ' 13-AWM-0196 la 012145 032813 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) eW10-‘ 90N032 EFTA_000 19902 EFTA00169629 Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as "0051") accepts the A&ount of the client described in the attached certificate (the -Client"). The term DOSI includes as affiliates, officers, directors, agents and employees. Client understands that Pershing LLC is the earner of the Account as clearing broker pursuant toe clearing agreement with DOM. Deutsche Bank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term -affiliate of Deutsche Bank" or *Deutsche Bank affiliates" means Deutsche. Bank AG and its subsidiaries and affiliates. Each of Deutsche flank AG and its affiliates is a seeerately inoorporated legal entity, none of which is responsible for the obligations of the others. "Securities and Other Property- shall include, but shell not be limited to, money and securities, financial instruments, commodities of every kind and nature, and all contracts and options relating to any thereof, owned by the Client or in which the Client has an interest. These terms and 000ditions shall beconstrued in accordance with the laws of the State of New York and the United States. as amended. By opening the Account, Client agrees to the following terms and conditiona- l. Confirmations, and Transmission of Instructions . Client agrees to notify DBSI in writing, within ten (1O) dews of sending Client a Confirmation, of any objection Client has to any transaction in its Account. In the absence of such written notification. Client agrees that al transactions for its Account will be final end binding oo it. Client understands that it is responsible for transmission of instructions to IDBSI and that Client beers the risk of loss arising from the method of transmission that Client uses in the event of transmission errors. misunderstandings, impersonations, transmission by unauthorized persons or forgery. Client agrees to release and indemnify DBSI from any and ea liability arising from the execution of transactions based on such nstructions except if OBSI's gross negligence Caused the transmission error. 2. Cash Account With respect to the Account 0) Client will make full cash payment on or before settlement date far each security purchased, unless funds sufficient therefor era already held in the Account; Pi) Client does not contemplate selling any security before it is paid for as provided in the preceding clause; liii) Client will own each security sold et the time 'of sale and, unless such security is already held in the account, will promptly deliver such security thereto on or before settlement date; end (iv) Client will promptly make full cash payment of any amount that may become due in order to meet necessary requests for additional deposits or. with respect to any unissued security purchased or sold, to mark to the market 3. Short and Long Orders; Deliveries and Settlements Client agrees that, in giving orders to sell, at "short" bales will be designated by-it as 'tort" and all other sales will be designated by DBSI as "long." Client also awes that DBSI may, at its osoretion immediately Cover any sheet Nees in the Account, without prior notice. In case of non delivery of a security, DBSI is authorized to purchase the security to cover Client's position and charge any loss, commissions and fees to the Account. Client agrees that if DBSI fails to receive payment for teCurffies Gent has purchased, 1)851 may, without prior demand or nonce, sell those securities or other property held by DBSI in the Account and any loss resulting therefrom veil he charged to the Account. Client authorizes OBSI. at its discretion, to request and obtain extensions) of Client's lime to make payment for securities Client purchased. as proWded for by Federal Reserve Bank Reguiation T. 4. Liens Client hereby grants to 0651 and its Affiliates a security interest in and lien upon all Securities sod Other Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interestitheld ndNdualy, jointly or otherwise) (collectively all such Sesurities- anti Other Property are referred to herein as "Collatera") in order to secure any and all indebtedness or any other obligation of Client to 0851 and its Affiliates a Pershing (provded that such indebtedness a obligation to Pershing anti* in connection with this Agreement) (collectively, all such obligations ore referred to heroic os the - Obligalesos") Clients who are joint accountholders ("Joint Accounthnklers")ocknowledge and some that pursuant to this ken, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates (whether 'ndividualN, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DB51 and its Affiliates. DBSI (or Pershing, at 0851's instruction) may, at any time and without prior notice, sell, trarsfer, release, exchange, settle or ed crease dispose el or deal with any of all such Collator el in order to &defy any Obligations. In enforcing this lien, DBSI shall have the riscretion to determine which Securities and Other Property to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account dr assets that would give rise to a prohibited transaction under Section 4975(c) (1)18) of the Internal Revenue Code of 1955, as emended, or Section 40G(ellINB) of the Employee Retirement Income Security Act of 1974, as amended. Secunties and Other Property held in Client's lettermen ecdount(s) maintained by 0951, which may include IRAs or qualified plans, are not subject to this ben and such Securities and Other Property may Only be used to satisfy Client's indebtedness or other obligations related to Client's retirement accounfist 5. Authority to Borrow In case of the sale of any security or other property by DBSI at Client'idir scent-sand DBSI'a inability to timely deliver the same to the ptrrnhamt by reason of Client's failure to supply DBSI therewnh. Client authorizes Di35I to purchase or borrow any security or other property necessary to make the required delivery, and Client agrees to be responsible to any kiss or cost, including interest, which DBSI sustains as a result of Client's failure to make delivery to DBSI. B. Interest Charges Client acknowledges that debit balances in the Account. including, but not limited to, those arising from its failure to make payment by settlement date for secumies purchased, wit be charged interest at the then current rale. in emordence with DEISrs usual custom. Interest will be computed on the net daily debit balance, which is computed by combining al debit balances and credit balances in each account with the exceptior of credit balances associated with short security positions. 7. Credit Information and Investigation Client authorizes DOSI to obtain reports concerning its credit standing: and business conduct at DEISI's discretion. Client also authorizes DBSI and any affiliate of Deutsche Bank, including. without limitation. Deresdie Bank AG. to share among such affiliates such information and any other confidential information DBSI and such affitiatee may have about Client and the Account. 09-PWM.0186 Core Acct Auth & T&C 107112) COPP 006420.072212 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) 1033 EFTA_000 19903 EFTA00169630 8. Satisfaction of indebtedness Client agrees to satisfy, upon demand. any indebtedness, including any interest and commission charges. Client further agrees to pay the reasonable costs and expenses of collection of any amount it owes DBSI, including reasonable attomtry's fees and court costs. Client agrees that DBSI and its clearing broker have-the right to collect any dean balance or other obligations owing in Ctent's Account. and that such rights may be assigned to each other 9. Loan or Pledge of SeCtaitleS and Other Property WOW' the limitations imposed by applicable law, all Securities and Other Property now or hereafter held. canted. or maintained by DBSI in its possession that have rot been fully paid for, may be hint, either to ()BSI or to othors. pledged. ono repredged by DWI wit/ out notice to Client. Client understands that while securities held for its Account we loaned Out. Client wit lose voting rights attendant to such securities. 10. Aggregation of Orders and Average Prices • Client authorizes DBSI, at he discretion, to aggregate orders for the Account with ether customer orders. Client recognizes that in so doing, it may receive an average price for its attars that may be different from the price(s) it might have received had its orders not been aggregated. Client understands that this practice may arso result in its orders wring only partially completed. 11. Arbitration - This section of the Agreement contains the nrisaispute arbdietion agreemnrd between ua. By signing this Agreement. we agree as follows: All parties to this Agreement ere giving up the right to sue each other in court including the right to a mat by wry. except as provided by the rules of the arbitration forum in which a claim ra filed; Iii) Arbitration &warnsore gworelly final and trine: Mg. A n ones ability to have a swot reveres or rr.odify en arbthertion award Is wry Ilhatod; WI/ The ability of the parties to obtain documents, witness eteterrianto arid other discovery is genwirilY limited in effilustion ds compared to ccurtproceedings; dui The arbitrators do not have to explain the reasons) for their award, unless. in pin eligible case. • joint request for an explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first h.enng date: NI The panel a adaltionfil will typically include a minority of arbitrators who were awe affiliated with the secumais industry; Zvi) The rule. of some arbitration forums may impose time limns for binding a claim In arbitration. In some cases. a claim that is ineligible for arbitration rely he lannight ki court; end (yid The rides of the arbitration forum n which the claim is filed. and any amendments thereto, shall be incorporated into this Agreement. - Client agrees to arbitrate with DBSI any controversies which may arise. whether or not based on events occurring prior to the date of this agroomentincluding any controversy arising out of or relating to any /recount with DBSI, to the construction, performance or breach of any agreement or any (Arty ageing from any agreement or other relationship with DBSI, or to transactions with or through Ci8SIL only before the Financial Industry Regulatory Authonty, Inc.. or any exchange of which DBSI is a member. at Client's election. Client agrees that Client shall make Client's election by registered mail to Deutsche Bank Securities Inc.. Compliance Department - Attention: Prato, of Compliance. 60 Wall Street. 23rd Floor. Mad Stop NYC60-2330, New York, NY '10005-2836. If Client's election is not roceNed by DBSI within ten 1101 calendar days of receipt of a written request from DBSI that Client make an election, then DBSI may elect the forum before which the arbitration shall be held. - Neither DOSI nor Client waive any right to seek writable roger pending arbitration. No person shall bring a putative or certified class action to arbitration, nor soak to Whores any pre.disputs arbitration agreement against any person who has initiated in court a Warne class action: er who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative close action until (i) the class certification is deniers; or the class is decertified; or lei) the customer Is excluded frbm the Clan by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any eights under this agreement except to the extent stated herein. Important Disclosures for Your Records Deutsche Bank Securities Inc. tasr is furnishing tree document to you to aiert you to important matters regarding your account. Securities Investor Protection Corporation ("SIPC") 1 Securities held by our clearing broker, Pershing LLC. for your account arc protected up to the total net equity held in the account. Of this total, SIPC provides $500,000 of coverage. including 51 00,000 fur cleats for cash awaiting reinvestment The remaining coverage is provided by Pershing through a commercial insurer. SIPC protection applies when the SVC madeter firrn.through which you hold your investments fails financially and is unable to meet 0 obigations to securities clients, but SIPC protection does not protect against losses attributable to tho rise and fall in the market value of investments. A small number of client accounts we not carried on Pershing's books due to specific account factors. These accounts are covered under ()BSI's SIPC membership ()BSI dpes not provide coverage in excess el SIPC coverage. Certain investments, such as commodhy futures contracts and currency. are ineligible for SIPC protection. For additional information on SIPC, see www.SIPC.org or call the SIPC public information number, (202) 371-8300. Payment for Order Flow DBAB receives payment when its routes for execution certain orders in certain securities. The determination as to where le roots orders is based on several factors, consistent with DOSE. obligation to provide beet execution for all client orders. Because several tenors are considered with respect to such deteminations, D851 could potentially secure price linglOVernentd. on such orders by routing them in a different manner and all such orders potentially could be executed at prices superior to the best bid or offer. Payment is received by DBSI in the form of rebates, or credits against exchange fees, and specialist fees Details wit be furnished upon written request. 09-PwW, 01116 Corp Arm Auth & T&C (02112) COPP 006420-022212 CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) t te r ;:%034 EFTA_000 19904 EFTA00169631 Enitt•i, JEFFREY E. Ltrrks Sr. JAMES SPIPOIAS, VI 00802 -Isstsackill5P0 1 112012015 CI : cscsbissrreinasooSoo29913 : Hgt.72 in oos1/201953 viy§t GRY Class Aia;:clood Type O+ Allergies' '4,41 Endorsements Restriciions CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) ialMa1035 EFTA_000 19905 EFTA00169632

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