EFTA Document EFTA01441084

Deutsche Asset & Wealth Management Account Agreement Southern Financial LLC Clien t(s) Address 6100 Red Hook Quarter B3 St Thomas City Account Title (Complete if different from the Client above) 00802 Stete ' Zip Cods Account Numberls) IMPORTANT PLEASE SIGfvl AND RETURN THIS ACCOUIMT AGREEIVIENTl r.s NqG,P250<§0 i > - This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as "DBSI"). 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 ("Appendix") 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 Cfient'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) narned on the Account{s), or, if signed in a representative capacity, then no one except the beneficial ownerts). has any interest in the Account(s), (b) Client is and will remain compliant with all Applicable Laws, (c) Client is financially capable of satisfying any obligations undertaken throiigh Client's Account(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (e) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms; c. Clierit agrees to notify us in writing if: (a) Client is or becomes an employee, member dr immediate family member of any secarities exchange (or corporation of which eny exchange owns EFTA01441084 a majority of the capital stock). Financial Industry Regulatory Authority, Inc. IFINRA)ior of any broker- dealer, (b) Client is or becomes a senior officer or immediate family member of such a person of any bank, savings and loan institution, insuranoei company, investment company, investment advisory firm or institution that purchases securities, or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such 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 tertne and conditions govern Client's AccOunt(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it shall be within the sole discretion of DBSI whether, and iin what manner, to exercise such rights. The failure of DBSI to exercise any right granted uneet thie AcoDent Agreement shaft not ba deemed a waivar df such right or any other right granted hereunder. DBSI retains the rightto delegate to its agent, including its clearing agent. Pershing LLC (Pershing), one or more of DBSfs rights or obligations underthis Agreoment without notice to Client. 2. Cash Account. DBSI will classify eech Account as a cash brolcerege eocount. DBSI muat aeparately approve tha opening of a margin account (Margin Account) and Client must separately sign the IVlargin 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. All trsnsaotians to Account(s) shall be conducted in accordance with and eubject to Applicable Law. IIIIIIIIIIIII D2 EFTA01441085 5. Purchase of Securities. DBSI requires that cash accdunts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client, if DBSi does not roceive peyment by settlement date. AlternetiMely, upon Clietit's failure to pay for purchased and settled securities, DBSI has the rightto sell Securities and Other Property held in any of Client's Account(s). and charge to Client any loss resulting therefrom. 6. Sale of Securhies. Clierit agneee that in a cesh aacouiat: (a) Client will not sell any Security t^efoio it is paid for, (b) Client will own each security sold at the time of sale, (c) unless such security is already held in the. Account, Client will promptly deliver such security thereto on or before settlement date, (d) Client will promptly make full cash payment of eny anlnunt which moy beeome due in order tn maet 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 eccount and designate these sales as "short." All other sales will be designated as "long" :end w.JII be deerned to he owned by Client. In the eventthat DBSI enters an brder to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, and Client fails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securkies and Other Property necessary to make the required delivery. Client agiens to (lempensalte DBSI far any loss or cest including interest, commission or fees sustained as a result of.the foregoing. DBS) charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement at http://www.pwm.db.ocm/atnaricas/en/annual6isclosiicestatementhtml fer additional informatien en iatersst charger>. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Seeuritiee. Client will not buy, sel! or pledge any Restrieted Securities withoqt DBSI's prior whiten 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) tn dbtain approval to transfor and legister thane securitieii. DBSI will not be liable for any delays in the processing of these securities or for ariy losses caused EFTA01441086 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 Placernent and Canoellation/Modtfication Requaeis. Whan Client verbally places a trade witit a Cli.ent 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 df Orders and Average Pricee, Client authorizes DBSI to aggregate urdars For Clierit Account(s) with other orders. Client recognizes that in so doing. Client may receive an average price for orders that may differ from the price(s) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders boing only partially oomploted. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the leethod of transmission usisd in thn event of transmission errors, misunderstandings. Impersonations, transmission by oriautherized persons, forgery nr inlercepts. Except in 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 instmctions. 12. Role of Cenain Third Parties. DBSI enga'ges a third-party cleering agenf Pershing. Client understands that Rershing is the custodian of Client's assets, clears and settles alt transactions, and extends credit on any margin purchases, where applicable. Client further understands mat Pershing may accepl from DBSI. without inquiry or investigation: (1) orders forthe purchase or sale of Securities and Other Froperty on margin or .othenwise, and (ii) any other instructions concerning Account(s). Client further understands that the contract between DBSl and Pershing, and the services rendered thereunder, are not intended to create a joint venture, partnership or dther form of business organization of any Irind. Pershing shall not be responeible or liable to Client for any aots or omissions of DBSI or its employeas. Pershing does not provide investment advice, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agont of Pershrng. Client cannot hold Pershing, itb affiliotes and its bificers, directors and agents liable for any trading losses that Client incurs. 13. Liens. Client hereby grants to DBSl 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 Ihterest (held individually, jointly or otherwise) (collectively all such Securities and Other Troperty are referred lo herein as EFTA01441087 "Collateral") in order to secure any and all indebtedness or any other obligation of Client to DBSI and Its Affiliates or Pershing (collectivaiy, all such obligations are referred to herein as the "Obligations"). Clients who are joint accountholders (Joint Accountholdars) acknowledge arid agree that pursuant to tha lien to DBSI and Affiliates, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates or Persning (vvhether ihdivitlually, jointly or dtherwise) and snail secare any and all Obligations of each Joint Accountholder to DBSI and its Affiliates or Pershing. With respect to the lien granted to DBSrand 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 dt or deal witn any or all such Collateral in orderto 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 assefs that wonld give rise to'a prohibited transaction under Seotion 4975(c)(1) (B) of the Internai Revenue Code of 1986, as amsnded.i or Seotion 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 includeilRAs or qualified plans, are not subject tothis lien and such Securities and Other Property may only be used to setisfy Client's indentedhess or other ofoligatians relaled to Chent's retirement account(s). EFTA01441088 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedniess, including any interest and commission charges and to p.ay the reasonable costs and expenses of collection of any amount Client owes to DBSI, including reasonable attorrieys' fees and court costs. Client agrees that DBSI or Pershing may execute or assign to eaob other or any third berty any rights or ebligations Clienfi granted uader 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 enderstarids that DBSl charges on Annual Account Fea for oertain aveounts end may charge aarvice fees, processing fees and/or other fees or comniissions. for the transactione and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pwnri.db.com/- americas/en/annualdisclosurestatement. html. Client understands thattheee feee will be chtirged to AccDunt(s) and authdrizes DBSI tb deduct such fees 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 partial or totat lose dde to market fluotuatibns or the insulveney of the isBuer(s). The assets in Client's Accbunt (including all related cash balances and shares of any Mutual Fund) are not deposits or other obligations of DBSI, Oeutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG, Administrator, Back or any other benk, and ah) not insured by>the Federal Deposit insurance 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 tiitie be offered investmenr products for which DBSI or Deutsche Bank AG is an obligor. These products may be complex, may not provide for the return of the full amount of principal invested or for the payment of a fixed rate of Interest (or any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents foi 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 ara unaffiliated with DBSI if Client's Account is an individual retliement acoeunt or an ERISA ' 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 EFTA01441089 and Conditions. 18. Credit Information and Investigation. Client authorizes DBSI and Pershing to obtain reports concerning Client's credit standing and business conduct at ttieir discretion without notifying Client Client also authorizes DBSI to share among service providers (as sat forth herein) and DBSI Atliliates such credit-relomd and business conduct information and any other confidential information OBSI, Deutsche Bank AG and such Affiliate(s) may have about Client and.Client's Account in accordance with DBSI's Privacy Policy and Applicable Law. DBSI and Pershing will provide Client with a copy of each of tbeir Privacy Pcdiciea ahortly after oxecntion by Client of this Aeteement. Client may request a copy of Client's credit report, and upon request DBSI virill identify the name and address of the consumer reporting agency that furnished it. A 19. Confirmations, Statement)! and Othor Comihunicaltene. Ciient agreee to notify DBSI in writing, vuchin ten (10) days after transmittal to Client of a confimiation, 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 pbjections must be directbd to the Bronch Supervisor in writing, at tfie atfdress 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 conseats to DBSI reconling any or all tetephono cells with Client. 21. JointAccounts. a. Unless Clients specify "tenants in common" or "community property," Clients authorize DBSI to designate a joint account as "joint tenunts with right of survivorship," or ae "tenants by tho enliisties" it Clients are marriad 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 tho event ttiat the Account is e joint teneacy with right of survivorship or a 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 forany loss Incurred through ireatfeent ofthe Accoonies 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 owner(s). Clients agree that notice to any Account owner shall be deemed to be notice to oil account owners'. Each Aocnunt owner shal EFTA01441090 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 AcoDiint owners. DBSI shall be undar BD obligation to inouire into the purnosa of any such demand for delivory of securities or paynnent and shall not be bound to see to the application or disposition df the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing, DBSI may rapira joiet action by all acc000t oweers with respent to any matter ococerning tho account, including the giving or cancellation of orders and the withdrawal of monies, Securities and Other Property. In tha event DBSI receives conflicting instructions from any owner, if may in its sole discretion: (a) follow any saoti instniolions, fb) require writcon or vertiol aiithorizatioti of both, atl dr eny owiier before acting on the instructions from any one owner, (c) send the assets of the Accountto the address of the account or (d) file an interpleader action in an appropriate court to let'the coort decide the dis ute. EFTA01441091 C. In the event of the death of any owner, the sun/ivor(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 as necessary for its protection against any tax, liability, penalty or loss under any present or .future iaws or otherwise. Any cost resulting frorn the death of any owner, or tiirough 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 survivor(sj as well as against the interest of the estate Of the decedent Tho astate of the decedont and each surviver (including otiior Account owners) shall continue to be jointly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Material, Non-public Information. During the course of business, employees of DBSI may come ioto possession pf cortfidential and roatehel non-public information. Undor Applioabb 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 l.aw, DBSI emoloyees are prohibited from communicating such information to Client and 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 party(ies) (including, without limitation, any investment advisor or money manager) to act on Client's Account such third, party(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSL third party(ies) authorized by Clierit to act for Client whether or not referred to Client by DBSI, is/are not, and shall not he deemed agents of DBSI and DBSI shall have no responsibility or liabillr/ to Client fot ary acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client ackhowiedges and agrees that: (a) neither DBSI. nor Pershing, provide any legal, tax or accounting advice, (b) neither DBSI nor^ Pershing omployepe 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 EFTA01441092 transactions in or for Client's Account(s) or any other matter. Client will consult with and rely opon Client's own advisers, and not DBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Lim'itation of Liability. Client agrees that unless othervyise provided in any other agreement between Client and DBSI or under Applicable Law, DBSI shalt net be liable for any loss to Client except In tho case of DBSI's gross negligence or willful misconduct. DBSI shall not be liable for loss caused directly or indirectly by govemment restrictions, exchange or market rulings, suspension of trading, wat strikes, act of foreign or domestic terrorism or . other conditions beyond DBSI's corittoL DBSI shaH' not be liabie for any damages caused 'by equipment failure, communications line failure, unauthorized access, theft, siystems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries. Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or assistance on any matter relating to these Account(s). Client must direct all formal complaints against DBSI or any of its employees to Deutsche Bank Securities Inc., Compliance Departnient - Client Inquiries, 60 Wall Street 23rd Floor, Mail Stop NYC60-2330, New Yori<, NY 10005-2836 or Client may call 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter ofthis Account Agreement and there are no oral or other agreements in conflict herewith. The Torms and Cnnditions of lihis Accouot Agreadient snaillapply to oach and every account and, collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and supersedes any prior Account Agresment Client may have signed with DBSI. Client acknowledges that Client may be required to enter into separate agreements with respect to products or sen/ices offered by or through DBSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBS1 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 terniination or amendment to Cliant Any such terminotioo nr emendment shall be effective as of the date that DBSI establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed In writing and signed by DBSI. No failure or delay on the part of DBSI to exercise any rightor power hereunder or to Insist at apy time upon strior 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 EFTA01441093 made in the State of New York and shall be construed, and the rights of the parties determined, in accordarice with the laws of the State of NewYork and the United States, as amended, without giving effect to the choice of law or conflict-of-laws provisions thereof. 30. tteadings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Acoount Agreemont. 31. Assignment Separability, Survivability. This AccountAgreement shall be binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of DBSI's successors and assigns, or any successor clearing broker, to whom DBS! may transfer Client's Account(s). DBSI may, without notice to Client assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other nonaffiliate entity upon written notico to Client. If any provision dr aondition of this Account Agreement shall be hold to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not oe affected thereb\« and this Account Agreemont shall be carried out as if any such invalid or unepforceable provision or condition were not contained herein. 32. The provisions of this Account Agreement governing arbitration (Section III), controlling law (Section 11.29) and limitation of liability (Section 11.25) will sun/ive the termination of this Account A reement. EFTA01441094 III. ARBITRATION 1. This section of the Account Agreement contains the pre-dispute arbitration agreement between Client and DBSI and Pershing, as applicable, who agree as follows: a. All parties to this Account Agreement (being Client, DBSI and Pershing) are giving up the right to sue each other in court, including the right to a rnal by jury, except as provided by the rules of the arbitration forum in which a claim is filed, or as prohibited by Applicable Law; b. Arbitration awards are generaify final and binding; a party's ability to have a court reverso 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 reaGon(s) far 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; end g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Account Agreement 2. Subject to the preceding disclosure. Client agrees to arbitrate any controversies or disputes that may arise with DBSI or Pershing, whether based on events occurring prior to, on or subsequent to tha 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 agreemedt or other relatienship with DBSI, to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be determined only before an arbitration panel set up by FINRA in accordance with its arbitration procedures or an exchange of which DBS! is'a member in accordance with the rules of that particular regulatory agency then in effect. Ciient may elect In the first inatant:e whether arbitratibn shell be by FiNRA or a specific national securities exchange of which DBSI is a member, but failure to make such election by registered letter to Deutsche Bank Securities Inc., Compliance Department - Attention: Director of Compliance. 60 Wall Street 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 within five days EFTA01441095 afisr receipt of a written request from DBSl for such election, gives DBSI the right forum that will have jurisdiction over the dispute. Judgment upon art^itration atvards may state or federal, having jurisdiction. Any arbitration under this Account Agreement will Federal Arbitration Act and the laws of the State of New York. 3. Neither DBSI, Pershing nor Client(s) waive relief pending arbitration. No pereon shall bring a putative or certified class action to enforce any pre-dispute arbitration agreement against any person who has initiated in court whd is a inember of a putative class who hat> not opted out of the class with respect to any putativo class action until: (a) the class certification is denied, or (b) the class lis decertified, is excluded from the class by the court. Such forbearance to enforce an agreement toi arbitrate waiver of any rights under this egreoineet except to the extept stated herein. [THIS SPACE INTENTIONALLY LEFT BLANK] be tie to elect the arbitration entered in any coun, conducted pursuant to the any right to seek equitable arbitration, npr seek to a putarive class actiori or claims encompassed by the or (c) the Client shall not constitute a EFTA01441096 Form Request fdr Taxpayer pev. Dscambw 2011) Ilopaiifnenl of the Treasuiy imemal Revmus S«rv4ca Identification Number and Certification Name (as shown on your Income tax retum) Southern Trust Company, Inc. BuslnsBs name/dlsreganled orOtty name, W difleren liom aMnis Southern Firianciai LLC Check apjmprlale box fbr faderai lax classification: 2 c H a. </›. m Q Individual/sole proprietor [J C CorporaSon (Zl S Corporation Q Partnership • Tnist/estale IZ) Exempt payee Addrsss (number; street, and apt, or sulta no.) 6100 Red Hook Quater B3 City, state, and ZIP code SL Thomas, USVI 00802 Q Limited liability company. Enter the fax dassKicstian fC" corporation, S=S corporation, Pspartnership) ^ • Other (seo instmcHons)" Give Form t o the requester. Do not sand t o the IRS. Requester's name and addrass (Optional) List account fl(01-)ber(s1 nere (optional) Taxpayer Identification Number (TIN) Enter your TIN.In the appnoprlate box. The TIN provided must match the name given on the 'Name" line to avdd backup vAftMtSng. For individuals, this is your social security number (SShJ). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For othw entitles, It Is your employer identification numtier -" you do not have a nunriber, see How to get a . TIN on page 3. Note. If the account Is In more than one name, see the chart on I3age 4 for guidelines on whose number to enter. Part It Gertifieation Under penalties of pwjury.tcertify that; 1. The number shown on this form is my correct itaxpayer Identificatton EFTA01441097 number (or I am waiting for a number to be issued to me), and 2. I arn not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) > have not been notified by the Intemat Revenue Ser/ice (IRS) that I am subject to tiackup witiiholding as a result of a failure to r"virt 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 US. citizen or other U.S. person (defined below). Certification tnabvctions. You must cross out item 2 above If you have been notified by the IRS thatyou are currently subject to backup withholding because ydu have failed to report ail interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonrnent-<jf secured property, caneellatton of debt;.contributions to an Indivldgal iBtirement arrangement (IRA), and generally, payments other than- iritarest and clivldends, you are noUegudra0 to Sgii tho ceniftoatiort, bul you must provide your correct TIN. See the instructions on page 4. Sign Here signature of I U.S. person^ (i.: Generat instructions Section references ere to the Intemat Revenue C< noted. Purpose of Form A person who is required to file an information raturn with the IRS must obtain your correct taxpayer Idsntlficetion numbar (TIN) to report, fer example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if yoo are a U.S. parson (including a resident alien), to provMe your correct TIN to the person requesting It (the reqtrastei) and, when appiicabie, to; 1. Certify that the TIN you aro giving is correct (or you are waiting for a number to be issued). 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding If you are, a U.S. exempt p^ee. If applicable, you ara also oertifylag that as a U.S. penson, your allocable share of any partnership Income from a U.S. trade or business Is not subiecl to tho wrthholding tax on foreign partnere' share of effectively cotineated locomo. Date*Note. If a requester gives you a form other than Fotm W-9 to request your TIN. you must uee the requester's form If n is substantially slmtar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S, person if you are: • An individual who Is a U.S. citizen or U.S. resident alien, EFTA01441098 • A partnership, corporation, company, or association created or organized In the United States or underthe lawsof tha Unitsd States, • An estate (other than 8 fere/gn esrafo), or • A domestic trust (as defined in Regulations section 301.7701-7). Spectal rules for partnerships. Partneishlps that conduct a trade or biisiness In the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, In certain cases where a Form W-9 has not been received, a partnership is required to presume that a panner is a foreign person, and pay thb withholding tax. Therefore, If you are a U.S. person that is a partner in a pannership conducting a trade or business In the United States, provide Form W-9 to ttie partnership to establish your U.S. status and avoid withholding on your share of partnership Income. Call Ko. W-9 (Fle r Social security numtter Employer identification numlier EFTA01441099 IV. TAX ELECTION/DECLARATION OF TAX STATUS This Account Agreement Is designed for use by lioth U.S. Persons snd Nort- U.S. Persons. Please check the box next to the applicable Hem below. Oient certifies that Qient will notify DBSI in writing immediately if the reprssentatibn certifiad to below ceases to be true and correct. 1. Q U.S. Citizen or U.S. Resident Alien Form W9 ^ ”;"quest for Taxpayer Identification Number and Certifioatiion ”."ques Substitute 0"oYWrV>t Identifi Name (as stiown on your income tax retum) business name/disregarded entity naitie, it ditterent from above \->v"CA"Win \ UIS Check appropriate box for federal tsx claasifKation (required): r—1 Individual/sole proprietor Q C Corporation [U S Corporation Q Partnership I Address (number, stteet and apt. or suite no.) City, State, and ZIP code •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 tiackup withholding. For Individuals, this is your social security number (SSN). For other entitles, it Is your employer klentlficatkin number (EIN). Certification Under penalt'ies of penury. I certify that: 1. Ths number shown on this form Is my correct taxpayer identification number (or I am waiting for a number to tie issued to me), and 2.1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal Revenue Sennce (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 1 am no longer subject to backup virithholding. and 3.1 am a U.S. citizen or other U.S. person (defined fn the instructions). Certification instructions. You myst-cfoss oiititem 2 above If you have beenj because you have failed to report all interest ana dividends on yourj e iRS that you are currently sutiject to backup withholding Social Security Number Empkiyer Identification Number Trust/estate r—1 Exempt payee I Limited liability company. Enter the tax classificatkin (CBC corporatbnt SsS corporatian, Pspartnership) y Other > 2.nNon-U.S. Person I am not s U.S. person (induding a U.S. resident alien). 1 am submitting the applfcable Form W-8 whh this form to certify my foreign status and, H applicable, EFTA01441100 daim tax treaty tienefits. For example: Cliem Is not a U.S. person (including a U.S. resident alien). Client egrees to provide DBSI with this application the applicable Internal Revenue Service (IRS) Fomn W-8 tb certify the client's foreign status. W-8 forms and instructions are available on the IRS website at www.lrs.gov. EFTA01441101 SY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: (1) CLIENT HAS RECEIVED, READ AND AGREES TO THE TERMS AND CONDITIONS OFTHIS ACCOUrfT AGREEIVIENT, INCLUDING THE APPENDIX WHICH CONTAINS Ili/tPORTANT INFORMATION) AND (2) THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION IS ACCURATE. CUENT ACKNOWLEDGES THAT THIS ACCOUNT AGREEIVIENT CONTAINS A PRE-DISPUTE ARBITRATION CIAUSE AT SECTION III, PAGE 5, AN D CLIENT AGREES TO IT£ TERMS (ALLACCOUNT AGREEMENT SIGNATORIES MUST INITIAU. TS INITIAyHEfiE: THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CUENT'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 CUENT'S STATUS AS A NON-U.S. PERSON AND OBTAIN A REDUCED RATE OF WITHHOLDING. Important Information for ERISA empkiyee benefit plen clients: U.S. Departmerit 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 fidudary In evaluating the reasonableness of DBSI's services and related compensation. The disclosure is availatile online, at http:/- Awww.pwm.db.com/anierlcas/enterisa_disdosure_pcs.html. By signing tielow. you acknowledge that you are a fidudary resIX>nsible for the procurement of DBSI's services to the plan, you have read the disdosure and you understand the disdosure. Individual or joint account (IFTHIS IS A JOINT ACCOUNT. ALLACCOUNT OWNERS MUSTSIGN): CONFIRMATION OF TAX AN D COMPLIANCE RESPONSIBILITIES Client acknowledges having sole responsibility to fulfill any taxobligations and any other regulatory reporting duties applicable In any relevant jurisdictions that may irise in connection witfi assats, 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 TENAfslTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: I I Tenants in common; or f—(Community Propsrfytfor manli Signature Print Name Signature. Print Name Signature. Print Name reachspouse retains 50% imerest in the corrimunity proparty upon death of the first spouse). (/ TJ'j^^Xxr-'^i.^ EFTA01441102 SSN/EIN Date. SSN/EIN Dale SSN/EIN Corporation, partnership, trust or other entity: CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILmES 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 connaction with assets, income or transactkins in Client's accountis) and business relationshipwith DBSI. Furthermore, Client confirms that the necessary information (to the best of Client's knov^edge and capabilities) is made available no less than annually to the relevant benefidal ovmer(s), settlor(s), benefidary(ies), partnerls), etc. to enable such person(s) to fulfill any respective tax obligations that may arise for such person(s) in connectkin with Client's business relationship with DBSI. Name of Entity Southern Financial LLC Signature of Officer, Partner, Trustee, Authorized Pa Prim Name/Title-^^^y ^P^*"*" Signature of Officer, Partner. Trustee, Authorized Party . Print Name/Title Signature of Officer, Partner, Trustee, Authorized Party . Print Name/Title .Date Em lo er ID No. D3te7-'g^-t3 . Date!7 EFTA01441103 APPENDIXTO THIS ACCOUMT AGREEMENT: DISCLOSURES AND DEFINITIONS IMPORTANT PLEASE READ THIS APPFNDI>C .- > ' ^ , v . u. > f> . .V DISCLOSURES I. Confirmations. Confirmations of transactions, as well as other communications will be sent to the address Client has provided, or to such other address as Cljent 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 Seciirities 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 nbtice to Client, either separately or in cpmmon with other Securities end Other Properfy of DBSI's other Cllonts for any amount due In any account with DBSI to which Client has ao 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 Sacurities ano Othsr 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 enty, see the Margin Addendum. Neither Pershing, nor DBSI, Will lend or pledge fully paid for securities withoot Client's writtsn permiesron. 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 ordor or the information on a trade executinn.ireported to Client. 4. Effect of Attachmoiit or Seqaastralion of Acconnts. DBSI shall not beiiicible 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 seqoestratioo. 5. Foreign Securities. With respect to debt or equity securities of foreign issuers or debt qr 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 eny U.S. securities exchange, (b) EFTA01441104 Foreign Securities, particularly those of issuers in the so-called "emerging markets" are often illiquid, are sometimes subject toiegal 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 aduition to chose typically faced In the case of U.S. aecurities 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 effecthre 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 CUent specifically acknowledges that Foreign Securities which Client purchases may be in default at the time of purchase), (f) Foreign Securihes in question niay he 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 foreign cuironcios, tho relevarit fohiign currencies) from or sell Foreign Seourities (and foreign exchange) to an Affiliate of DBSI. In dealing with such Affiliates, such Affiliates may take ano retain thair 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 auosequertt sale, known as freeriding, violates Reguiotion T of the Fedenal Reserve Board, is prohibited gnd 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 DQSI'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 Clienl's Account(s). 9. Non-United States Reiiident Additional Diselosure and Understanding. EFTA01441105 Tills disclosure apoiies 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 countty of residence. DBSI accounts, products and services may not have been registered, reviewed or approved by any governmental, benking or securities regulator in Client's coontry of retsidence or domiciie. Nut ell of DBSI accounts, products, services or investrnents 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, inciuding 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 resultiof Client's Account with DBSI iii 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 continiie to comply with ahy such laws, rules, reguiations and reporting nr filing niquirements as required by Client!s country of citizenship, residence or domicile. EFTA01441106 10. Notices. Notices and other communicaiions mayalso 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 bean delivered to Client whether actually received or not. Transactions entered into Client's Account shall he confinned by DBSI in writing where required by law or regulation. DBSI will not send sepanite 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 ere part of ttie Cash Sweep Options, or (cjjtraoeactitins effactsd pursuant to a periodic plan or ao 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 Pershing may send notice(s) directly to Cliant with a duplicaie to DBSi should mari<et conditions, time, constraints or other circumstancesiso require. 11. Pdssible 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 tiding as principel or agent. DDSI provides investment advine, portfolio inariegoment and execution services for many Clients and. In addition, acts as principal in various markets. Given these tjifferent roles, individuals and groups at DBSI and affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may pnrsue differing or eonfycting,strategies. Employees of DBSI ehall have no obligation to recommend to Client, or inform Client of, strategies being piJrsued by DBSI or other Clients. Further, (a) DBSI and its affiliates may provide ^rvices for a fee to or solicit business from companies whose securities are recommended by DBSI, (b) DBSI and its affiliates may be peid fees by investmEint companies regiistered unonrthe lavestinant Company Act of 1940 or other investment vehicles, including without iimitation, 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 eertain marketi> and may do se in transactions with Cliant. DBSI may iecotrmend securities or strategies that are issued, underwritten, implemented o'r 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 besed upbn fund reenageinent fees and cash or nonicash payments thar are paid by mutual funds (out of fund assets in the case of Rule 12b-1 fees) or by the managers EFTA01441107 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 Perehing from mutual tijnds offeredion the Pershing plationn. All of these payments may vary based on sales volume or assets under management'arid 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 conneetion with sales of auctbn rate securities. 12. Securities Investor Protection Corporation (SIPC). DBSI provides SIPC coverage through Pershing and/or as a member of SIPC. ForaddKional information on this coverage see www.SIPC.org or call th IP lic information number Client will hefer to the Annual pisolosure Statemerit. at htlp://wvvw.pwm.db-.conn/amerioas/ en/annualdisclosurestatement.html foradditional 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 recti Ive unrelated business taxable income (UBTI) as a resirtt of investing in certain securities, borrowing monies under a margin loan, investing in a partnership or lim'rted 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 suoh aLrangement If Clicat's periodic Aocpunt Statement indicases that any SecuriTter> . were forwarded to Client and Client has not received them. Ctient should notify DBSI immediately. If notification is received within 120 days afterthe mailing date, as reflected on Client's Account Statement, replacement will be made free of oherge. Thereafter, a fea tor replacement may apply. DEFINITIONS The following are definitions of oertain terms that are used within this Account Agreement. As required, the singular shall be plural arid the plural shall be singular. 1. "Account Agreement" means the written agreement entered Client(s) and DBSI regarding Client(s)' Account(s). The Account AGirenment inaiodas tbn Terms an i Arbrtration, Tax Eleetiou/Dcclaratron of Tax Status, and the Appendix to the Account Agreement, as.wellas 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 iorrns applicable to a particular feaiura, program, accnunt or service piovided sb a resutt of is Client election, modification of or addition to the Account Agreement, change in service or otherwise. DBSI will provide to Client such disclosures, agreements andterms, which shall be incorporated into this Account Agreement by into between Conditiens, EFTA01441108 reference. Fron i tiroe to time, DBSI may naquire that Client sign other agreements or dooum.ente for eurtain servioas 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 mail<et, and its clearing house, if ahy, where a transaction is executed and applicable federal and state laws and regulations, including but not limited to seourities laws and regulattens (including the rules and regulations of the Sei;dritles 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 organirations having governing authority to a transaction in an Account in effect frem time to time. ^Appricable Law" shall also include the rules of any nanonal securities association, reigistered securities exchange or of the Options Clearing Corporation or othar clearing organization epplicable to the trading of option contracts. is EFTA01441109 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 whitih 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 Cesh Sweep Options Disclosure Statement, vyhich 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.iin certain limited situations, providing Client information outside of DBSI. 7. "Party" or "Parties" meens Client(s) and DBSI, together vyith its affiliates, collectively. 8. "Restricted Securities" means securities of a corporation of which Client is a director, executive officer or 10% stockholder, or othenwise classified as a control person or insider, or securities that are subject to any restrictions on resale (whether by Applicable Law, contraet or legend^on the secutity), or are not traded on or through a netional securities exchange, automated quotation system or other nationally recognized published interdealer quotation system. 9. "Securrties and Other Property* means, but is not limKed to, money, securities, financial instruments and commodities of every kind and natura and related contracts and options (whether for present or future delivery), distributions, proceeds, products and accessions of all property owned by the Client or in which the Client has an interest. [THIS SPACE INTENTIONALLY LEFT BLANK] 10 EFTA01441110 .EPSTEIN, JEFFREY E ' "mcJMAS, VI 003(32 .'..Glass Ar;i;Biii.^^. A^eigfes'-f^jNe;. • iisns 0 ii ...•.ct-il-• I 0 -41" EFTA01441111