| Print or type
See Specific Instructions on page 2. | Name(as shown on your income tax return)
Southern Trust Company, Inc. |
| Business name/disregarded entity name, if different from above
Southern Financial LLC |
| Check appropriate box for federal tax classification:
☐ Individual/sole proprietor ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate
☐ Limited liability company. Enter the tax classification(C=C corporation,S=S corporation,P=partnership)►
☐ Other(see instructions)► | ☐ Exempt payee |
| Address(number, street, and apt. or suite no.) | Requester's name and address(optional) |
| 6100 Red Hook Quarter B3 |
| St. Thomas, USVI 00802 |
| List account number(s) here(optional) |
## Part 1 Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.
## Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.
| Print or Type | Name(as shown on your income tax return) |
| Business name/disregarded entity name, if different from above |
| Check appropriate box for federal tax classification(required):☐ Individual/sole proprietor ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate☐ Limited liability company. Enter the tax classification(C=C corporation,S=S corporation,P=partnership)▶Other ▶ | ☐ Exempt payee |
| Address(number, at least, and apt. or suite no.) |
| City, State, and ZIP code |
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). For other entities, it is your employer identification number (EIN).
## Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me!). and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person {defined in the instructions}.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
Sign Here
Signature of U.S. person ►
Date ► 7-24-13
## 2. □ Non-U.S. Person
I am not a U.S. person (including a U.S. resident alien). I am submitting the applicable Form W-8 with this form to certify my foreign status and, if applicable, claim tax treaty benefits.
For example: Client is not a U.S. person (including a U.S. resident alien). Client agrees to provide DBSI with this application the applicable Internal Revenue Service (IRS) Form W-8 to certify the client’s foreign status. W-8 forms and instructions are available on the IRS website at www.irs.gov.
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EFTA00169338
BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: (1) CLIENT HAS RECEIVED, 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 ITS TERMS (ALL ACCOUNT AGREEMENT SIGNATORIES MUST INITIAL).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CLIENT'S CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING, AND, IF APPLICABLE, THE CERTIFICATION REQUIRED TO ESTABLISH CLIENT'S STATUS AS A NON-U.S. PERSON AND OBTAIN A REDUCED RATE OF WITHHOLDING.
Important information for ERISA employee benefit plan clients: U.S. Department of Labor regulations require DBSI to disclose to a responsible plan fiduciary certain information in connection with the services that DBSI provides to a plan, to assist the fiduciary in evaluating the reasonableness of DBSI's services and related compensation. The disclosure is available online, at http://www.pwm.db.com/americas/en/erisa_disclosure_pcs.html. By signing below, you acknowledge that you are a fiduciary responsible for the procurement of DBSI's services 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 COMPLIANCE RESPONSIBILITIES
Client acknowledges having sole responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable in any relevant jurisdictions that may arise in connection with assets, income or transactions in Client’s account(s) and business relationship with DBSI.
CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY THE ENTIRETIES.
CLIENTS SPECIFY INSTEAD:
□ Tenants in common; or
Community Property (for married couples in certain states; each spouse retains 50% interest in the community property upon death of the first spouse).
Signature Date 7-24-13
Print Name J Avery & pstein SSN/EIN ___
Signature ___ Date ___
Print Name___
Signature___
Print Name ___
Corporation, partnership, trust or other entity:
CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES
Client acknowledges having sole responsibility to fulfill 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 account(s) and business relationship with DBSI. Furthermore, Client confirms that the necessary information (to the best of Client’s knowledge and capabilities) is made available no less than annually to the relevant beneficial owner(s), settlor(s), beneficiary(ies), partner(s), etc. to enable such person(s) to fulfill any respective tax obligations that may arise for such person(s) in connection with Client’s business relationship with DBSI.
Name of Entity Southern Financial LLC Employer ID No.
Signature of Officer, Partner, Trustee, Authorized Party Date 7-24-13
Print Name/Title Jeffrey Epstein
Signature of Officer, Partner, Trustee, Authorized Party ___ Date___
Print Name/Title___
Signature of Officer, Partner, Trustee, Authorized Party ___ Date ___
Print Name/Title ___
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(1920)
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)
USAO_001692
DB-SDNY-0000732
EFTA_00019602
EFTA00169339
# APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS
## DISCLOSURES
1. Confirmations. Confirmations of transactions, as well as other communications will be sent to the address Client has provided, or to such other address as Client may hereafter give to DBSI 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 DBSI that have not been fully paid for may be lent to DBSI, 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 DBSI in which Client has no interest, or for any greater amount, and DBSI 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 Addandum. 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 executinn reported to Client.
4. Effect of Attachment or Sequestration of Accounts. DBSI shall not 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 deposit 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 or 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 and/or 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 addition to those typically faced in the case of U.S. securities 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 or 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 unrated, and (g) such Foreign Securities are not suitable for all investors. Client authorizes DBSI to purchase Foreign Securities (and, in the case of Foreign Securities denominated in foreign currencies, the relevant foreign currencies) from or sell Foreign Securities (and foreign exchange) to an Affiliate of DBSI. In dealing with such Affiliates, such Affiliates may take ano retain their normal commissions, spreads or other fees without regard to DBSI's relationship with Client.
6. Freeriding Prohibited (Not Applicable to Margin Accounts). Paying for the purchase of securities in a cash account with the proceeds of their suosequent sale, known as freeriding, violates Regulation T of the Federal Reserve Board, is prohibited and may, among other things, result in Client’s Account being restricted or closed.
7. Impartial Lottery Allocation System. When DBSI holds Securities and Other Property that are callable (all or in part) on Client's behalf, Cliont will participate in DBSI's impartial lottery allocation system for the called Securities and Other Property.
8. Non-Investment Adviser Capacity. Unless DBSI agrees otherwise in writing, DBSI is not acting as an "investment adviser" (as such term is defined in the Investment Advisers Act of 1940, as amended) with respect to the Client's Account(s).
9. Non-United States Resident Additional Disclosure and Understanding. This disclosure applies to non-United States residents and non-United States domiciled entities. Client's Account is based in the United States, and not in Client's country of residence. DBSI accounts, products and services may not have been registered, reviewed or approved by any governmental, banking or securities regulator in Client's country of residence or domicile. Nut all of DBSI 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 residende on domicile, including reporting and filing requirements and laws, rules and regulations regarding taxes, exchange or capital controls. Client is responsible for knowledge of and adherence to any such laws, rules and regulations and reporting or filing requirements in Client's country or domicile of residence that might apply as a result of Client's Account with DBSI in the United States. These may include but are not limited to, tax, foreign exchange 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 continue to comply with any such laws, rules, regulations and reporting nr filing requirements as required by Client's country of citizenship, residence or domicile.
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USAO 001693
DB-SDNY-0000733
| EFTA_00019603 |
| :--- | :--- |
This is a simple Markdown document with no headings, paragraphs, or tables. It contains just one line of text: "EFTA_00019603".
EFTA00169340
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 Client's Account shall be confined by DBSI in writing where required by law or regulation. DBSI will not send separate confirmations for the following transactions: (a) dividends or distributions credited or 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 Sweep Options, or (c), transections 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 Account(s) usually will go through DBSI although Parshing may send notice(s) directly to Client with a duplicate to DBSI should market conditions, time constraints or other circumstances so require.
11. Possible Conflicts of Interest. Services and recommendations that DBSI 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 Bank AG, whether acting as principel or agent. DBSI provides investment avine, portfolio management and execution services for many Clients and, in addition, acts as principal in various markets. Given these different roles, individuals and groups at DBSI and affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may prnsue effering or conflicting strategies. Employees of DBSI eahl have no obligation to recommend to Client, or inform Client of, strategies being pursued by DBSI 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 DBSI, (b) DBSI and its affiliates may be paid fees by investment companies registered unonr the lovestignant 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 certain markets and may do se in transactions with Client. DBSI may recotmend securities or 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 Client pays DBSI, in the form of Rule 12b-1 fees, distribution fees, finder’s feee, fees based upon fund reenagement fees and cash or non-cash payments that are paid try 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 DBSI shares in revenue received by Pershing from mutual tunds offered on the Pershing platform. All of these payments may vary based on sales volume or assets under management and may give DBSI a financial incentive to recommend certain funds or strategies and to include those funds in models and programs. In addition, DBSI may receive trail compensation in connection with sale of auction rate securities.
12. Securities Investor Protection Corporation (SIPC). DBSI provides SIPC coverage through Pershing and/or as a member of SIPC. For additional information on this coverage see www.SIPC.org or call the SIPC public information number (201) 371-0300. Client will refer to the Annual Disclosure Statemorit, at http://wwyw.pwm.db.com/amerioas/en/annualdisclosurestatement.html for additional information regarding SIPC and excess of SIPC coverage.
13. Tax-Exempt Entities. Charitable remainder trusts, foundations, pension plans and other tax-exempt entities may be deemed to receive unrelated business taxable income (UBTI) as a result 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 arrangement. If Clicat's periodic Accpunt Statement indicases that 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 will be made free of onerge. Thereafter, a fee tor 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 Client(s)' Account(s). The Account Agrenment includes tbn Terms and Conditions, Arbitration, Tax Eleetiu/Doclaretron of Tax Status, and the Appendix to the Account Agreement, as well as any other applicable disclosure documents related to Client's Account(s), together with any amendments or supplements to such documents. There may be disclosures, agreements end terms applicable to a particular feature, program, account or service provided as a result of a 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 broa tn time, DBSI may require that Client sign other agreements or documents for certain services or instructions and such additional agreements and documents shall 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 Benk AG. Each affiliate is a separate legal entity.
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 limited to securities laws and regulations (including the rules and regulations of the Securities and Exchange Commission and the Federal Reserve Board or foreign securities regulator, as applicable), and the rules and regulations of FINRA, or any other self-regulatory agencies or organizations having governing authority to a transaction in an Account in effect from time to time. "Applicable Law" shall also include the rules of any national securities association, registered securities exchange or of the Options Clearing Corporation or other clearing organization applicable to the trading of option contracts.
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EFTA00169341
4. "Branch Supervisor" means the manager of the branch office at which Client's Account(s) is/are maintained.
5. "Cash Sweep Options" means the program through which certain uninvested cash balances in eligible Account{s} will be deposited automatically each day into interest-bearing, FDIC-insured depository accounts through DBSI'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 Sweep 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) and 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]
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CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)
USAO_001695
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EFTA_00019605
EFTA00169342
## MARGIN DISCLOSURE
## IMPORTANT: 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 purchase 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 account and sign the attached 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 equity 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 DBSI to avoid the forced sale of those securifies or other securities or assets in your account[s]:
2. DBSI can force the sale of securities or other assets in your account(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. You also will be responsible for any shortfall in the account after such a sale, including costs and interest accrued.
3. DBSI 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 to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, DBSI has the right to decide which security to sell in order to protect its interests.
5. DBSI can increase its "house" maintenance margin requirements at any time and is nbt required to provide yoo 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 DBSI to liquidate or sell securities in your account(s).
6. You are not entitled to an extension of time on a margin call. While an extension of time to meet morgin requirements may be available to clients under certain conditions, a client does not have a right to the extension.
7. Short Sales are margin transactions and 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 collateralize your margin loan. Securities held in a margin account may be lent, to DBSI, to Pershing or to others, and may be pledged, repladged, hypothecated or rehypothecated by DBSI and/or Pershing, without notice to you. 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 and in doing so, are authorized to retain certain benefits, including interest 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. For additional information on rehypothecation, please refer to the Margin Addendum.
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EFTA00169343
## 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 shall 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 are incorporated herein by reference.
1. Mechanies 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. Client understands that the margin transactions in the Account 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 behalf. DBSI will deduct all interest charges from Client’s Account. Interest charges will be reflected on Client’s account statement. For additional information on interest charges, please refer to the Annual Disclosures Statement at http://www.pwm.dblcom/americas/en/annualdisclosurestatement.html. To obtain the current schedule of rates visit: http://pwm.db.com/pwm/en/alexbrown_legal_overview.html and click on "DBAB Call Rate" or contact the Client Advisor.
4. Client's Margin Loan Is a Demand Loan. As such, DBSI or Parshing 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 DBSI 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 Lien") upon all Securities and Other Property held in Client's Margin Account(s) and any ssoassociated cash account(s) ("Margin Collateral") to secure the intlebtedness 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 any other account hold 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, DBSI (or Pershing, at DBSI'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 Securities 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 all Margin Collateral 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 to a prohibited tlentension under Section 4975(c)(1)(B) 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 arise 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 ore held in a margin accduet as collateral for s 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 amount due in any account with DBSI in which Cliht 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 Account(s) are loaned out, Client will lose voting rights attendant to such securitins. 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 piedgo fully paid for securitbs without Client's written permission.
7. Margin Maintenance, Calls for Additional Collatsral, Liquidations and Covering Short Positions. In order to engage in margin transactions, Client will be required to maintain such Securities and Other Property in Client’s Margin Account(s) for margin purposes es shall be required under Appliable Law or otherwise by DBSI or Pershing for any reason. Client may be required to post, deposit or maintain additional collateral at any time. In addition to the rights otherwise set forth in this Agreement, DBSI and Pershing also shall have the right to liquidate any Securities and Other Property field in the Margin Account whaever DBSI or Pershing deems it necessary for its protection. Circumstances that may result in collateral calls 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 DBSI in which Client has an interest.
12
13-AWM-0196
012145.032813
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)
USAO 001697
DB-SDNY-0000737
EFTA_00019607
EFTA00169344
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 or other notice or advertisement, each of which is expressly waived. Upon a default, Client will also bear the cost of preserving 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 business is usually transacted, or at public auction or private sale, and DBSI or Pershing may be the purcheser for its own acaouot. Client understands that any prior domend, er 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 DBSI 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 liquidations may involve sales of positions in Client’s Account(s) that are as great as the full indebtedness oweo by Client.
8. Reg T Extensions. Client authorizes DBBI, at its discretion, to request and obtain extension(s) 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 an affirmative determination as to whether DBSI or Petshing 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 "obtaining a locate." If a sufficient quantity of securities is not available from inventory, DBSI or Pershing may, among other things, contact third-party lenders to ascertain whether they have securities available for lending. 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 locate 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 are not available for borrowing for any 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 will occur on the morning of the third business 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 securities borrowed on Client's bahalf including any losses incurred by DBSI or Pershing relating to such short sales. Short positions will 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 Acount resulting in a debit entry in the Margin Account. If the aggregate value 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 determine any appreciation or depreciation to 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 no 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 delivery of like kind and quantity. The requirement generally applies to undelivered equity securities that, on the date of the short sale, appeared on the "restricted list" of PINRA or a national eonrities 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 outstanding) ("Threshold Securities"). DBSI or Pershing will be required to effect a close-out mendated 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 requirements as there may be tax consequences of doing so.
12. Rehypothecation and Tax Treatment of Payments in Lien 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 certain foreign corporations are subject to tax at the 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's Account may receive payments in lieu of dividends, which unlike actual dividends are taxed at ordinary income tax rates. Client further agrees that neither DBSI nor Pershing shall be responsible to Client for any additional taxes or other costs Client incurs for receipt of such payments in lieu of dividends. Client also 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 an increase in the amount of commissions being paid to DBSI or Persming by Client.
14. Restricted Securities. Client will not post Restricted Seburlties as collateral for margin transactions without the prior approval of DBSI.
15. Collection Remedies. DBSI reserves the right to assert any other remedies available under Applicable Law to collect any and all amount(s) due to DBSI or Pershing.
16. Receipt of Margin Disclosure. Client hereby acknowledges receipt of the Margin Disclosure and Client acknowledges Client's understanding of and agreement to the contents thereof.
13
13-AWM-0196
012145.032813
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)
USAO_001698
DB-SDNY-0000738
EFTA_00019608
EFTA00169345
BY SIGNING BELOW, CLIENT ACKNOWLEDGES THAT CLIENT HAS RECEIVED, READ AND AGREES TO THE TERMS OF THIS MARGIN AGREEMENT, INCLUDING THE MARGIN DISCLOSURE.
This Agreement is subject to the Pre-Dispute Arbitration Clause in Section III, page 5, of the Account Agreement.
Individual or joint account (IF THIS IS A JOINT ACCOUNT, ALL ACCOUNT OWNERS MUST SIGN):