EFTA00169626¶
MARGIN ADDENDUM TO ACCOUNT AGREEMENT¶
SIGN BELOW TO OPEN A MARGIN ACCOUNT¶
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.¶
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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.
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Financing. Client understands that the margin transactions in the Account may be financed by Pershing or DBSI.
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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 Disclosure Statement at http://www.pwm.db.com/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.
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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.
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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 associated caso account(s) (“Margin Colleteral”) 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 any 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 and its Affiliates, DBSI (or Pershing, at DBSI’s induction) 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 transaction 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 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).
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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 margin 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 amount due in any account with DBSI 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 Account(s) 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 permission.
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Margin Maintenance, Calls for Additional Collateral, 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 as shall be required under Applicable 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 held in the Margin Account whenever DBSI or Pershing deems it necessary for its protection. Circumstances that may result in collateral oails 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.
13-AWM-0196 012145.032813¶
12¶
USAO 001990 DB-SDNY-0001030¶
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)¶
EFTA_00019900¶
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 of 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 purchaser for its own ecoount. Client understands that any 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 DBSI or Pershing permits Client a period of tima 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 owed by Clinnt.¶
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Reg T Extensions. Client authorizes DBSI, 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.
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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 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 “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 londing. 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 motin of the third brisiness 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 heelf 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 account 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 appraisal 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.
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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 FINRA 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 sheres butstandihg) (“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.
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Tax Treatment of Earnings on Pledged Municipal Securities. Client will consult with a tax adviser prior to depositing municipal securities to satisfy margin roquetteants as there may be tex consequences of doing so.
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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 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.
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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 pled to DBSI or Pershing by Client.
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Restricted Securities. Client will not post Restricted Securities as collateral for moergie transactions without the prior approval of DBSI.
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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.
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Receipt of Margin Diselosnre. Client hereby acknowledges receipt of the Margin Disclosora and Client acknowledges Client’s understanding of and agreement to the contents thereof.
13¶
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)¶
USAO 001991 DB-SDNY-0001031¶
| EFTA_00019901 | | :--- | :--- |¶
This is a simple Markdown document with no headings, paragraphs, or tables. It contains just one line of text.¶
EFTA00169628¶
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.¶
Account Number¶
Individual or joint account (IF THIS IS A JOINT ACCOUNT, ALL ACCOUNT OWNERS MUST SIGN):¶
| Signature | Date |
Print Name ___ SSN/EIN ___¶
Signature___¶
Date ___¶
Print Name ___¶
Signature___¶
Date ___¶
Print Name___¶
SSN/EIN ___¶
Corporation, partnership, trust or other entity:¶
CONFIRMATION OF AUTHORITY TO BORROW:¶
If this is an agreement for a trust, other fiduciary account or other non-natural person(s) account, the authorized person hereby certifies and represents that the use of a margin account and specifically the borrowing, lending and pledging of Securities and Other Property as described herein and in the Margin Section is in accordance with and authorized by the provisions of the trust or other instrument and Applicable Law governing the trust or other entity.¶
| Name of Entity | Southern Trust Company, Inc | Emplover ID |
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 ___¶
FOR OFFICE USE ONLY¶
Branch Manager approval for margin accounts: Signature ___ Date ___¶
13-AWM-0196 012145.032813¶
USAO 001992 DB-SDNY-0001032¶
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)¶
EFTA_00019902¶