EFTA01282854

Deutsche Asset & Wealth Management Account Agreement The Ham Trust Charms) Address City State tip Cods nit/6—O2y V3 Account Numberts) Account Tile (Complete if dilatant horn the Client above) IMPORTANT- PLEASE SIGN ANDRET URN THIS ACCOUNT.AGREEMENT This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as l'ossr). 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 l'Appendiel carefully. If Client is not willing to be bound by these terms and conditions, Client should 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. I. 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: a. Where Client is a natural person, Client is of legal age; b. For all accounts: (a) no one except the person(s) named on the Account(s), or, if signed in a representative capacity, then no one except the beneficial owner(s), has any interest in the Account(s), (b) Client is and will remain compliant with atl 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 Ghent is bound by such terms: c. Client agrees to notify us in writing If: (al Client is or becomes an employee, member or immediate family member of any recurities 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. (6) Client is or becomes a senior officer er immediate family member of such a person of any bank, savings and loan institution, insurance company, investment company, investment advisory firm or institution that purchases securries, or ether employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consent has 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 CLIENTS ACCOUNT(S) The following terms end conditions gnvem Client's Account(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted withthe.onderstanding that it shall be within the sole discretion of DBSI whether, and in what manner, to exercise such rights. The failure of DBSI to exercise eny right granted under this Accoem 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 LLC (Pershing), one or more of DBSI's rights or obliganons under this Agreement without notice to Client. 2. Cash Account. DBSI will dimity each Account as a cash braking, account. DE451 must imperil* 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. AA rttensaohons in Account(s) shall he conducted in seuordence with and subject to Applicable Law. 11111111111111 _ CONFIDENTIAL 13AWM-0196 012145.032913 SDNY_Ghl_00038419 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001243 EFTA_00149028 EFTA01282854 5. Purchase of Securities. DWI requires that cash accounts contain sufficient funds to settle a transactien, 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. 0651 retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Chant If DBSI does bot receive peyment by settlement dote. Akernativery, upon Client's failure to pay for purchased and settled securities, DBSI 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. 8. Sale of Secunties. Client agrees mar in a cash amount: (a) Clientwill not sell any Security before iris paid tor, (dl 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 amount which may become due in order to meet necessary requests 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 "erg' and will be deemed to be owned cry Client lo the event that DBSI enters an nrder to still 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 necessary to make tne required delivery. Client antrum to compensate DB51 to• any loss or cost, including interest, commission or fees sustained as a result of 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 httplAwnv.pwm.dblioctramtheas/en/annualeiscloserestateraenthtml for additional information en interest charges. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Othor Property, or to substitute securities in Client's Account. 8. Restricted Seothitiee. fl ed will not buy, sell or pledge any Restricted Securities without DEISI's prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933. Client must identify the status of the securities and furnish DBSI with the necessary documents (Including opinions of legal counsel, if requested) to ootein approval to transfer and register these securities. DBSI will not be habls 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 CaneellatinntMoodication Requests, When Client verbally places a trade with a 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/modify an 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 Client 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 tnis practice may also result In orders being pray partially completed. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DB51 and will bear the risk of loss arising from the method of transmission used in the event of transmission errors, misunderstandings, impersooations, transmission by unauthorised poisons, fortuity or irdorcepts. Excent io the case of gross negligence. Client agrees to release and indemnify DBSI. its affiliates, employees and directors from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Certain Third Parties. NISI engages a.thkd•perty oisoriog giant, Pershing. Client understands that Pershing is the custodian of Client's assets, dears and settles all transactions. and (Mends credit on any margin purchases. where applicable. Client further understands that Pershing may accept from DBSI, without inquiry or investigation: (i) orders for the purchase or sale of Securities end Other Property on margin or otherwise, and (ii) any other instructions concerning Account(s). Client further understands that the contract between 0851 and Pershing, and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of any kind. Pershing shall riot be responsible or liable to Client far any acts or omissions of DBSI or its employees. Pershing does not provide investment advice, 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 tiff leers, directors and agents liable fer any trading losses ;het Client incurs. 13. Liens. Client hereby grants to DBS1 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 (halo individually, jointly or otherwise) foellectivety all such Securities and Other Pmoerty eie referred to berem 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 such doligations aro referred to herein as the tbagetions"). Clients who are joint 1 accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien to DBSI and AHilintes, the Collateral shell 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) end shall secure any and all Obligations of each Jont Accountholder to DBSI and its Affiliates or Pershing. With respect to the lien granted to OBSI and its Affiliates, 0651 (or Pershing. at 08S1'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 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 transuction under Section 4975(c)(1) (6) of the Internal Revenue Code of 1986, as amended, 'Jr Section 406(a)(0(8) of the Employee Retirement Ineemn Security Act of 1974. as amended. Securities and Other Property held in Client's retirement account(s) 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 setisfy Client's indebtedness or other obligations related to Client's retirement accountisl. 13-AWN1-0198 2 012145032813 SDNY_GM_00038420 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0001244 EFTA_00149029 EFTA01282855 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness. including any interest and commission charges and to pay the reasonable costs and expenses of collection of any amount Client owes to DBSI. including reasonable attorneys' fees and court costs. Client agrees that 0851 or Pershing may execute dl assign :o each other or any mini party any tights or obligations Client.gramed under this Account Agreement. including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in Account(s). 15. Fees. Client understands that DBSI chatges an Annual Account Fee for oenein accounts eed 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 httpilvoww.pwm.db.comiamericasienlannualdisclosurestatement. html. Client understands that theca fees will be charged to Account(s) and authorizes OBSI to deduct suon Moe from Client's Account(s). 16. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of 00681 or total loss duo to market fluctuations or the insolvency of the iteunds). The assets in Client's Account (including all related cash balances and shares of arty Mutual Fund) are not deposits or other obligations of DBSI, Deutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG, Administrator, Bank or any other bank, and are not jnsumd by the Forleral Deposit Inserance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies are 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 far 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 usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents far 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 seffiliated with DBSI if Client% Account is an individual rethement account or an ERMA 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 ()BSI to share among service providers (as set forth herein) and DBSI Affiliates such credit-related and business conduct information and any other confidential information DB51, Deutsche Bank AG and such Affiliate%) may have about Client and Client's Account, in accordance with DEISI's Privacy Policy and Applicable Law. DBSI and Pershing will provide Client with a copy of oeeh of their Privacy Policies shortly after execution by Client of this Agreement. Client may request a copy of Client's credit report, and upon request, OBSI will identify the name and address of the consumer reporting agency that furnished it. 19. Confirmations, Statements and Other Communications. Client egress to notify DBSI in writitg, 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 bedireoted to the Bronch Sueervisor in writing, et 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 coneents to DBSI recording any or all tmepnone calls witn.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 tight of survivorship." or es 'tenants by the °meshes" 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 DBSI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the eveot that the Accouot is a jcint tenancy with right of survivorship or e tenancy by the entireties, the entire interest in the joint Account shall be vested in the survivor or survivors on the same terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnify DBSI for any loss lecurred through treatrnset of the Account es 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 Account ownor(s). Clients agree that notice to any Account owner shall be deemed to be Shea to eN account ownors. Each Account owner shell 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 all property and payment, even if such deliveries and/or payments shall be made to one owner personally and not to all of the Acopunt ownscs. DBSI shall S 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 sill 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 DB51 receives conflicting instructions from any owner, it may in its sole discretion: (a) follow any such instructions, (b) moults written or verbal authorization of both, all er any owner Stara 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 interpleader action in an appropriate court to let the court decide the dispute. 3 CONFIDENTIAL 134MM-0196 012146.032813 SDNY_GM_00038421 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001245 EFTA _00149030 EFTA01282856 c. In the event of the death of any owner, the survivor(s) shall immediately give DBSI 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 es necessary for its protection against any tax, liability, penalty or loss under any present or future laws or otherwise. Any cost resuinng fret me death of any owoer, 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 survivors) as well as against the interest of the estate of the decedent. The estate of me oocedent and each survivor (including other Accoom owners) shall contieue to be jointly and severally liable to 0851 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 Material, Non-public Information. During the course of business, employees of DBSI may come ihto possession of confidential and materiel eon-public information. (Miter Apbecoble Law, such 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 employee; are proMinted from communicating suen imerroanon to Client anti that DBSI 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 partylles) (including, without limitation, any investment advisor or money maoegert to act on Client's Account, such third party(ies1 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(iec) authorized by Client to act fo: Client, whether or not referred to Client by D851, islare not, and shall not be deemed agents of DBSI aorl DB51 shall have no responsibility or nobility to Client for any acts or omissions of such third parry, 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 aecounting advice, (b) rreither 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(s1 or any other matter. Client will consult with and rely upon Client's own advisers, and not DOSE Client acknowledges that DEMI shall have no liability therefore. 25. Limitation of Liability. Client agrees that, unless otherwise provided in any other agreement between Client and DBSI or under Apoticable Law, DBSI shall not be liable for any loss to Client eMeept in fhe case id DBSI's gross negligence or willful misconduct. ()BSI 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 0851's control. DBSI shalt not he liable for any damages caused by equipment failure, communications line failure, unauthorized access, theft, systems failure and other occurrences beyond OBSI'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 0851 or any of its employees to Deutsche Bank Securities Inc.. Compliance Department - Client Inquiries, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 or Client may call 1212) 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 end Cooditions of retie Acceum Agreement shall apply to each arid every account and, collectively, any 4nd all funds, money. Securities and Other Property that Client has with ()BSI 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 DEIS, or its affiliates. 28. Right to Terminate or Amend. Client agrees that 013SI 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 reason by sending written notice of such termination or amendment to Client. Any sucb termination or aroondment sbrdi be effective as of the date that DBSI establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed in witting and signed by DBSI. Ne failure or delay on the part of 0851 to exercise any right or power hereunder or to Meet 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•Iaws previsions 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 Accoont Agreement shall be binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of ()BSI's successors and assigns, or any successor clearing broker, to swam DBSI may transfer Client's Account(s). DB51 may, without notice to Client, assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non- affiiate entity bpon written notice to Client. If any provision or condition of this Account Agreement shalt be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency er both, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall hot be affected thereby and this Account Agreement shall be carried out as if any such invalid or unenforceable piovisionei condition wore not contained heroic). 32. The provisions of this Account Agreement governing arbitration (Section III), controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. 13•AWM-0196 4 012145 032813 SDNY_GM_00038422 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001246 EFTA_00149031 EFTA01282857 III. ARBITRATION 1. This section of the Account Agreement contains the pre-dispute arbitration agreement between Client and 0851 and Pershing. as applicable, who agree as follows: a. All parties to this Account Agreement (being Client, DBSI and 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 tho 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 retson(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 minority 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 ineligible for arbitration may be brought in court; and 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 or disputes that may 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 0851, to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be deterrbined only before an arbitration panel set up by FINRA In accordance with its arbitration procedures or an exchange of which DBSI is a member in accordance with the rules of that particular regulatory agency then in effect. Client may elect in the Net Instance whether arbitration shall 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 10005-2836 within five days afterreeeipt of a written request from 0BSI for such election, gives 0851 the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgment upon arbitration awards may be 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 0851. Pershing nor Client(s) waive any right to seek equitable relief peoding arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pro-dispute arbitration agreement against any person who has initiated in 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: (a) the class certification is denied, or (b) the class is decertified, or (c) the Client is excluded from the class by the court. Such forbearance to enlace an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 9. [THIS SPACE INTENTIONALLY LEFT BLANK) 13-M8M-0196 6 012145032813 CONFIDENTIAL SDNY_GM_00038423 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001247 EFTA 00149032 EFTA01282858 IV. TAX ELECTION/DECLARATION Of TAX STATUS This Account Agreement is designed for use by both U.S. Persons and Non-U.S. Persons. Please check the box next to the appficable nem below. Client certifies that Client will notify DRS1 in writing immediately it the representation certified to below ceases to be true and tame 1.O U.S. Citizen or US Resident Alien Forte W9 Substitute Request for Taxpayer Identification Number and Certification Name von on no. incom* tad Mum/ • 4 2 1 naVi a ter Marine IV. letUrdad minty a. rant from a 'heck appropriate box for federal tax diesiuricatson (requiredi: I lexlividuaVsele proprietor O C Corporation O S Corporation O Penetrable True/estate O Limited liability company. Enter the tax classification (C=C corporation. $aS corporation, Papartnere/p) ► Other b O Ewer ones Part I Taxpayer Identification Nudist (71N) Enter yOur TIN in the appropriate box. The TIN provided must match the name given on the "Nantes line to avoid backup vethlickfing For Individuals. this is your social security number (SSN). For other triunes. it Is VOLK employ& dantNotation numbs (EIN) Pi.ri I I ilgn Here Social Security Number 'SS Certification Under penalties of ps0ury. I randy that: 1. The number shown on this torn is my cored lexpryer Identification number For I am waiting for a number to be issued to me). and 2. I arn not subject to backup withholding because: (al I am exempt from backup withholdng. or (b) I have not been notified by the Internal Revenue Service (IRS) that I em subiect to backup withholding as a result of a failure to report all interest or dividends. or Ic) 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 Idelmed In the Instructional. Certification Instructions. You must cross out hem 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have tailed to report all interest and dividends on your tax return. Signature of US pram a ..LNO,A.1.-A"-- 14- 2.0 Non-U.S. Person Date I /lb h3 I ern not a U.S. person (induding a U.S. resident alien). I am submitting the applicable Form W-8 with this tom to certify my foreign status and h applicable, claim tax treaty benefits. For example: Client Is not a U.S. person (Including a U.S. resident elan). Client agrees to provide DESSI with this application the attar-able Internal Revenue Service (IRS) Forte Wa to certify the client's foreign status. W-8 forms and Instruction are available on the IRS website at wwwzrsgov. 13-AMA-OJOS 012145 032813 S0NY_GM00038424 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001248 EFTA_00149033 EFTA01282859 BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: (I) 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-OISPME ARBffRATION fIMAKACSECTIEWIlliPAGE AND CLIENT AGREES TO ITS TERMS (ALL ACCOUNT AGREEMENT SIGNATORIES MUST.INMAU. 1 .‘ INITIAL HERE: THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CLIENT'S CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WTHHOLDWG, 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 Matt U.S. Department of Labor regulations rewire DSSI to disclose to a responSible plan I inudary certain information in connection with the services that 0851 provIdes to a den. to mist the fiduciary in evaluating the reasonableness of DBSI's services and related compensation. The diadem* is available online, at tittplAwnepren.db.corraamencaderVerisa_disclosurejxs.MmL By signing below. you acknowledge thee you are a fiduciary responsible for the procwiernent of OBSI's services to the plan, you have reed the resdosure and you understand the disdosure. Individual or joint account THIS IS A JOINT ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN': CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having sole respond:ally to MIN any tax obligation and any other regulatory reporting duties applicable in any relevant jurisdictions that may arise it connection with assets, incomes. transactions in Client's MOuntlil and business relationShlp with DBSI. CHECK A BOX BELOW ONLY IF CLIENTS 00 NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: O Tenants In common; or Community Property dor married couples In certain states: each spouse retains 50% Interest in the community property upon death of the first spouse). Signature Date Print Name SSN/EIN Signature Date PM Name SSN/EIN Signature Date Print Name SSN/EIN Corporation, partnership, trust or other enU4c CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having sole reeponsibitity to fulfill any tax obligations and any other regulatory reporting dudes atiOlitade to In any relevant lunsdictIonS that may arise In connection with assets, Income or transactions in Client's account(s) and business relationship with DBSI. Fudhennote Client confirms that the necessary information (to the best of Client's knovAedge and capabilities) Is made wadable no less than annually to therelevain beneficial owneral. sedans), berteltdarydes), aerologist. etc. to enable such person(s) to fulfill any respective tax al:Options that may vies .1.5.sucti parson(s) in connection with Client's business relationship with OBSI. 1 he Haze Trust Name OtEndiNt mo 13-7186414 Strultteeel Other Partner Tnastel Michaelson PINY Dab C f i$ b3 r. Print Name/TM Signature of Officer 'Partner Trustee AtahOnsen Party )re ed s e..-.__I Print Natne(litill Signature of Officer, Partner, Tnestee. Authorized Party Date PrM Narneilltle 13.AWIA-0196 7 012145.032813 CONFIDENTIAL SDNY_GM_00038425 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001249 EFTA_00 149034 EFTA01282860 APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS IMPORTANT PCEASF‘READ I HIS APPFNDA DISCLOSURES 1. Confirmations. Confirmations of transactions, as well as other communications will be sent to the address Client has crovidect or to such other address as Client may hereafter give to ()BSI 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 Properly 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 DB51 to Pershing or to others, and may be pledged, repledged, hypothecated or rehypothecated without notice to Cfient. either separately or in common with other Securities and Other Properly of ()BSI's otter Clients for any amount due in any account with DBSI in whieti Client has an interest, or for any greater amount, and DB51 may do so without retaining in its possession or control for delivery a Ike 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, sad the Margin Addendum. Neither Pershing, nor DB51, will land or pledge fully paid for securities without Client's written permiesloo. 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 Altacnment or Sequestration of Acconnts. 0851 shall not be Mole for refusing to obey any drders 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 sequestraton 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 oxchar.ge. (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 tbereof 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. sororities and issuers, including, among other things, cunency 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, le) there may be no effective means to determine if a Foreign Issuer/Obligor is in deb-cult of its obligations in respect of its debt securities or other financial obligations (and Cliam specifically acknowledges that Foreign Securities which Client purchases may be in default at the time of purchase). If) Foreign Securities in question may be urirated, 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 Ibreign currencies, the relevant foreign currencies) from or sell Foreign Seoornes (und foreign exchange) to an Affiliate of DBSI. In dealing with such Affiliates, such Affiliates may take and retnin their normal commissions, spreads or other fees without regard to D651'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 thundery. violates Regunnion 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 an part) on Client's behalf, Client will participate in DBSI's impartial lottery allocation system for the called Securities and Other Property. 8. Non-Investment Advisor Capacity. Unless DBSI agrees otherwise in writing. DRSI 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 &tette Resident Additional Disolceure and Understanding. This disclosunr 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 nr senuridea regulatnr in Client's reentry of residence or domicile. Nat 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 of residence or doirmile, 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 resell 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 eny such laws, rules. regolations ano reporting or filing requirements as required by Client's country of citizenship, residence or domicile. 13•AWI,40198 8 012145032813 SDNY_GM_00038426 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001250 EFTA_00 149035 EFTA01282861 10. Notices. Notices end other communications may also be provided to Client verbally. Such notices and other communications left for Client on Clients 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 confirmed by DBSI in writing whore 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) shams of money market funds that are purchased or redeemed, or are pan of the Cneh Sweep Options. or (c) transactions °floored pursuant to a penodic plan or an investment company plan. Clients periodic account statements will reflect these transactions. Notices concerning all matters related to Account(s) usually will go through DBSI although Pershing may send notice(s) directly to Client with a duplioate te 0BSI should market conditions, time constraints or other ciraimstances se 'swim. 11. Possible Conflicts of Interest. Services and recommendations that ()BSI 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 puncipai or agent. OBSI provides investment advice, portfolio inanagomem and execution services for many Clients end, In addition, acts as principal in various markets. Given these different roles. individuals and groups at DBSI end affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may pursue differing or conflicting strategies. Employees of DBSI shad 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 0851, (b) DBSI and its affiliates may be g aid thee oy investment companies registered under The Investmem Company Act of 1840 or other investment vehicles, including without limitation, fees for acting as investment advisor, administrator, custodian and transfer agent, and (c) DBSI and as affiliates act as brokers, principals and/or market makers in cattalo markets and may do so in trensamions with Client. EIBSI moy recommend 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 tees, finder's fees, fees based upon fund management foes and cash or norr•cash payments that are paid by mutual funds (out of fund assets in the case of Rule 1213,1 fees) or by the managers and other service providers to the funds (not out of fund assets). 0851 also participates in a program offered by Pershing, under which DBSI shares in revenue received by Pershing fnim mutual funds offered on the Pershing platfami. All of these payments may vary based on sales volume or assets under management and may give DE1Sla 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 sales 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.SlPC.org or call the SIPC public information number (201) 311,8300. Client will rider to the Annual Disclosure Statement, et http://www.pwre.dbiconithmericas/ en/annualdisaosurestatement.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 uereleted business taxaole 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 airengemacit If Client's periodic Account Statement indicates ttrat any Seepages 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 charge. 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 Chent(sr Accoutres). The Accotint Agreement incluties the terms and Ceriffillons, Arbitration, Tax ElectidnrDoclarenen of Tax Status. and the Appendix to the Account Agreement, as well as any other applicable disclosure documents related to Clients Account(s). together with any amendments or supplements to such documents. There may be disclosures• agreements and tonne applicable to e 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 TIM regime, O6SI may reouirethat Client sign other agreements or documents far cattalo !divines or instructions end 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 e subsidiary of Deutsch) Blink 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 end state laws and regulations, including but not faunae 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 goveming authority to a transaction in an Account in effect here time te twos. "Applicable Law- shall also include the rules of any national securities association, registered securities exchange or of the Options Cleating Corporation or other clearing organq.ation applicable to the trading of option contracts. 13.AWM-0198 012145 032813 SDNY_GM_00038427 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001251 EFTA _00139036 EFTA01282862 4. 'Branch Supervisor' means the manager of the branch office at which Client's Accounts) 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 ere 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" menns 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 nottraded on or through a notional 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 deliyerY), distributions, proceeds, products and accessions of all property owned by the Chent or in which the Client has an interest. (THIS SPACE INTENTIONALLY LEFT BLANK] 10 CONFIDENTIAL 13.AWM-0196 012145 032813 SDNY_GM_00038428 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001252 EFTA_00 149037 EFTA01282863 I jEFiS v: . roA tEy.&4 ‘ 4/..., liNt r b rEtIN \,....r ' t 2Lati ntrcg yn Sit 4 Pa. • air 1/4ncY Eyes 9ass . le-714lootir ei Anergi, '"ionE Ernlorsernen'a Restrictions CONFIDENTIAL SDNYGlvl_00038429 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001253 EFTA_00149038 EFTA01282864 SDNY_GM_00038430 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001254 EFTA_00 I 49039 EFTA01282865