EFTA01440997.pdf

Deutsche Asset & Wealth Management m Account Agreement Southern Trust Company, Inc Client(s) Address 6100 Red Hood Quarter B3 St Thomas City Account Tills (Complete if different from the Client above) 00802 State Zip Code Account Numt>er(s) IMPORTANT PLEASE SIGN AfJD RETURN THIS ACCOUNT AGRI-EMliNI This is the account agreement (Account Agreement) belween Client and Deutsche Bank Securities Inc. (referred to herein as "DBSI"). h includes the terms and conditions and is the contract that controls each brokerage account in which Client has an interest (each an "Accourit"). 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 shoulu not, sign this AccountAgreement. Glient's signature confirms that Client iias read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. i. CLIENTREPRESENTATIONS 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 naturaliperson. 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 all Applicable Laws, (c) Client is financially capable of satisfying any obligations undertaken through Client's Account(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (e) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms; •1 c. Client agrees to notify us in writing if: (a) Cliont Is or becomes ari omployee, member or immediate family EFTA01440997 member of any reourities 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. {bl Cliont is or becomes a senior officer or immediate famiiiy member of such a persori of anr/ bank, savings and loan Institution, Insuranoe company, investment company, InvestmBnt advisory firm or institution that purchases securities, or other employer whose consent Is required to open and maintain this Account by regulation or otherwise, unless such consenthas been provided to DBSl. Client will promptly notify DBSl in writing If any of the above circumstances change. 4 II. TERMS AND CONDITIONS THAT APPLY TO CLIENT'S ACCOUNTIS) The following tornriB and conditions gnvern Client's Account{s): 1. Rights ofDBSI. All rights granted to DBSI underthis Account Agneement are granted withthe understanding 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 any right granted under this Account Agreerrient shail not be deemed a waiver of such right or any other right granted hereunder. DBSI retains the rightto delegate to Its agent, including,Its clearing agent, Pershing LLC (f'ershing), one or more of DBSI's rights or obligations under this Agteement without notibe to Client. 2. Cash Account. DBSI will classify each Accountias a cash brokerage ecoount. DBSI must separately apgrove the opening of a margin account (IVIargin 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 RegulntioDS. Allitrensaotions in Account(s) shall be conducted in aeeordanee with and subject to Appticable Law. iiTiiii mill 02 - -Jv Iiir EFTA01440998 5. Purchase of Securities.. DBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains'the right to cancel or liquidate any order accepted and/or executed withoot prior riolice to Client, if DBSI does not receive payment by sattlemeSt uate. Alternetively, upon Client's failure to pay for purchased and settled securittes, DBSI has the right to sell Securities and Other Prqperty held in any of Client's Accouht{s), and charge to Client any loss resulting therefrom. 6. Sale^ of Secarities. Cliant agrees that in a cash account: (a) Client wili not sell any Security before it Is paid for, (b) Client will own each security sold at the tima of sale, (c) unless such security is already held in the Account. Client will promptly deliver such sacurity thereto on or before settlement date, (d) Client will promptly make full cash payment of any amount which moy become due ie order to moet neoessary reqoeprs tor additbnal 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 Shon Sales In a margin acoount and designate these sales as "short." All other sales will be designated es "Idiig" and will be daetned to be owned by Client In the event that OBSlientars an order to sdll 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 makedelivery by settlement date.' DBSI has the right to purchase or borrow any Securities and Other Property necessaiy to make the required delivery. Client agrees to compensate DBSI for any toss or cost, including interest, commission or fees sustained as a result otthe foregoing. DBSi 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.8orn/ameTicBs'eo/aBnualdisclosuf8statement.html for additionel information on interest chargeii. 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 Securities. Clieot will not buy, sell or pledge any Restdcted Securitias without DBSI's prior written approval. Prior to placing any order for Restrictecl Securities subject to Rule 144 or 145 of the Seourities Act of 1933, Client must identifythe status of the securities and furnish DBSI with the necessary documents (including opinions of legal counoel, if requasted) to obtain approval to transfer and rogister these securities. DBSI will not be liable for any delays in the processing of .these securities.or fpr any losses caused by these delays. DBSI has the right to EFTA01440999 decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Placement and Canoellatiun/Modification Requests. When Cliunt verbally places a trade witn o Clisnt 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 aiad Average Prices. Client authorizes DBSI to aggregate orders for Client 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 being only oartially completed. 11. Transmission of Ihstructions. Client understands and accepts responsibility for the transmission of insfructions to DBSf and will bear the risk of loss arising from the method of transmission used in the event of transmission errors, misunderstanditigs. impersoos-tions, transmission by unauthorized oersons, forgeiy or intercepts. Except in the oaas of gross negligence. Client agrees to release and indemriify DBSL its affiliates, employees and directors froih any and all liability arlising from the execution of transactions based on such instructions. 12. Role of Certain Third Partitis. DBSI engages e third-party clearlag agent, Perehing. Cilont understends that Peishing is the custodian of Client's assets, clears and settles all transactions, and e)(tends 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 Socnrlties arid Other Property on margin or othenwise, and (ii) any other instruotions concerning Account(s). Clientfurther understands that the contract between DBSI and Pershing, and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of eny kind. Pershing shall not be responsible or liable to Client fer any acts or omissions of DBSI or ii(> employees, Pershing does not provide investment advic'e, 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. >ts affiliates and its officers, directors and agents liebie for any trading losses that Client incurs. 13. Liens. Clienthereby gratis to DBSI and its Affiliates a sacurity interest in and lien upon all Securities and Other Property in the possession or control of DBSI, any of its'Afflliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) iceliectively all such Securities and Other Property ate referred to herein as "Collateral") in order to secure any and all Indebtednessior any other EFTA01441000 obligation of Client to DBSI and its Affiliates or Pershing (collectively, all sucn obligations am referred to herein as the "Obligations"). Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pureuant to the lien to DBSI and Affilintes, 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 Persuing (whether Indivlduelly, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DBSI and its Affiliates or Pershing. With respect fo the lien granted to DBSI and Its Affiliates. DBSI (or Parshing, at DBSI's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle ur otherwise dispose of or deal with any or all such Collateral in order to satisfyany Obligations. In onforcing this lien, DBSl shall.have the discretion to determine what and how much Collateral to apply for the purposes of thatoregoing. Ncitwithstanding the foregping. nothing herein shall be deemed to grant an interest Jn anyAccount or assets that would give rise to a prohioited transaetion urider Section 4975(c)(1) (B) of the Internal Revanuo Code of 1986, as amunded. Or Section 406(a}(i)- (B) of the Employee Rstiroment Income Security Act of 1974, as anriended. Securities and Other Property held in Client's retirement account(s) mairitained by DBSI. which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used lo setiafy Client's Indebtodneiis or othar obiigatiuns related rethement accountfs). PIM EFTA01441001 lifaiiiittMittiihliiiite^ 14. Satisfaction of Indebtedness and Assignment of Rights.; Clierit agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges and to paythe reasonable costs and expenses of collection of any amount Client owes to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DBSI or Pershing may execute or assign lo each otl-ier or any thirri party any rights or obligations Client granted undanthis Accpunt 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 understmds that DBSI charges an Annual Account Fea for cortain a000unts and raay charge service fees, processing'fees and/or other fees or commissions, for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://vvww.pwm.db.com/- americas/en/annualdisciosurestatemGnt. html. Client untietstandc that these fees will he chargad to Account(s) and atithorizes DBSI to 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 /Vccount are subject to the risk of eartial or total loss doa to rearket fluctiiations or the Inselvenoy of the issuer(s). The essets in Client's Accpunt (including all related cash balances and shares of any Mutual Fund) are not deposits orother obligations of DBSl, Deutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG, Administrator, Bank or any orher bank, and are not insured by the Federal Deposit Insurance Corporateon (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies are held in a depository accpunt at a participatiilg bank as described in the IDP Terms and Conditions. Client may from time to time be offered investment pioductsf or which DBSI or Deutsche Bank AG is an obligor. These products may be complex, may not provide for the rstui'n 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 iinsurance, onless othenvise disclosed in the written offering documents for such proriucts. 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 Optionsjmay be limited to money market mutual funds or deposit products that ane unaffiliated with DBSI.if Client's Acoount is an individuar retiteinent aocouni or ah ERtSA account, or if DBSI is acting as Client's investment adviser. Client understands that any funds Client has on deposit EFTA01441002 with the banks participating in IDP will be allocated among such banks in a manner described In tha 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 DBSI to share among service pioviders (as set forth horeio) end DBSl AffliiatBS soch credit-related and busineao conduct information and any other confidential.information DBSI, 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 eaeh of their Privacy Policies shortly after axecotion by Client of this Agreoment. Client may request a copy of (Client's credit report, and upon request, DBSI will Identify the name and address of the coiisumer reporting agancy that furnished it. 19. Confirmations, Statements and Other Cominunicatione Client agrees to notify DBSI in writioa. within ten (f 0) 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, Clieht agrees that all transactions in Client's Account(s) will be final and binding. Client tindarstands objections must he directed to the Bronch Stigervisor in writing, at the address on Client's account statement or confirm. For more information on how confirmations and account statements are delivered, please refer to the Appendix to this Account Agreement. 20. Recording Conversations. Olient coneonts to DBSI reconjing any or all telephone calls with Cliont. 21. Joint Accounts. a. Unless Clients specify "tenants in common" or "community property," Clients authorize DBSl to designate a joint account as "Joint tenants with right of survivorship," or as 'tenants by the entireties" if Clients are married and ! reside in a state that recognizes said designation foi; personal property. Clients agree that joint accounts will be ' carried by DBSI on Pershing's books in the form reflected by the Account narria appearing on the account statement. In the event that the Account is e joint tenancy with riglit of survivorship of e tenancy by the eritireties, 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 incurred through treatroent of the Account ss provided herein. b. Clients agree that each party to the joint account shall have authority EFTA01441003 to deal with DBSI as If each were the sole Account owner, all without notice to the other Accdurit owner(s>. Clients agree thet notice tO'any Accpunt ownor shall be deamed to be riettce to off acoount owners. Eaob Account ownar shall ba jointly and severelly liable for I 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 dellvotles and/or payments shall be made to one owner < . personally and not to all of the Acconnt ownere. QBSI shall be under no obligation to inquire into the purpose of ' any such demand for delivery of securities or payment and shall not be bound to see to the application or [ disposition of the securities and/or monies so delivered or paid to any Acceunt owner. Notwithstanding the foregoing, DBSi may require joint action by all account owners with respect lo uny matter concerning the i account, including the giving or cancellation of orders and the withdrawal of monies. Securities and Other Property. In the event DBSI receives conflicting instructions from any owner, it may in its sole discretion; (a) follow any sueh instructions, (b) require written or verbal authorization of both, alhor any owner before acting on the instructions from ariy 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 fo letthe court decide the dispute. EFTA01441004 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 as necessary fcjir its protection against any tax. liability, penalty or loss under any present or future laws or otherwise. Any cdsi resulting from the dearh of any owoer, or through the exercise by any decederit's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. The estaca of tne decedent and each sarvivar (inshiding otber Aaeount owoera) shall connoiio 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' instmctions. 22. Non-disclosure of Confidential and Materiat. Non-public Inlormation. During the course of business, employees of DBSI may come into possession of confidentiaf and material non-public inlormation. Under Apolicabie Law, suoh employees are prohibitad from improperly disclosing or ijsing such information for their personal benefit or for the benefit of any other person, regardless of whether such bther person is a Client of DBSI. Client understands that under Applicable Law. DBSI employees are prohibited friiim communicating sueh Jnfermarien 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 Clierit authorizes third party(ies) (including, without limitation, any investment advisor of money maoager) to^act on Client's Account, such third party(les) shall be boiind by the Terms and Coriditions of fhis Account Agrieement. Client further agrees that unless otherwise agreed to iiS writing by DBSI. third party(ies) autnorized by Client to act for Client, whother or not reforred to Client by DBSI, Is/are not. and shall not be deemed agents of DBSI and DBSI shall have no responsibility or liability to Clientfor any acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or /Vccounting Advice. Clieht acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are suthorizod 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 AccounKs). In making legal, tax or accounting decisions with respect to EFTA01441005 trarisactions in or for Client's Account{s) or any othor ma'tter. Client will consult with and rely upon Client's own advisers, and not DBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of Liability. Client agrees that, unless otherwise provided in any other agreement between Client and DBSt or under Applidable Law, DBSI shall not be liablo for anv loi>s to Client exaept in the ease of DBSI's gross negligence or willful misconduct. DBSI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of-trading, war, strikes, act of foreign or domestic terrorism or other conditions foeyend DBSi's contrpl. OBSI shall not be liablo for any damages caused by oquipment failure, cofTimunications line failure, unauthorized access, theft, systems failure and other occurrences beyond DBS1's control, 26. Customer Inquiries/Customer Complaints. For general inquiries. Client will contact the Client Advisor or Branch Supervisor assigned to Clierit's Account{s) for questions.or assistance on any matter relating to these Account(s). Client must direct all formal complaints against DBSt orany of its employees to Deutsche Bank Securities Inc., Compliance Deparhmeht - Client Inquiries, 60 Wall Street, 23n3 Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 or Client may eall 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBS1 concerning the subject matter of this Accourit Agreement and there are no oral or other agreements in conflict herewith. The Temis and Gonditions of lhis Aecount Agreomont shall apply to ench and every acconnt and, collectively, any and all funds, money. Securities and Other Property that Client has with DBS1 and supersedes any pribr AccountAgreement 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 DBS1 or Its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Condilions of this Account A;greBment at any time and for any reason by sending written notice of such termination or ameridment to Client. Any such termination or amendment shall be effective as of the date that DBSI establishes. Ciient caiinot waive, alter, modify or amend this Account Agreement ' unless agreea in wnting and signed by DBSI. No failure or delay oo the part of DBSI to exercise any right or power hereunder or to insist at any time upon striot compliance with any term contained in this Aceount Agreemem. shall operate as a waiver of that right or power or term, 29. Controlling Law. This AccoUnt Agreement shall be deemed to have been EFTA01441006 made in the State of NewYork and shall be construed, and the rights of the parties determined, in accordance with the laws of the State of New York arid the United States, as amended, without giving effect tojthe choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any prbvision of this Aecount Agreemont. 31. Assignment, Separability. Survivability. This Accoant Agreeinent shall be binding upon Client's heirs, executors, adrninistrators, personal representatives and permittad assigns. It shall inure to the benefit of DBS1's successors and assigns, or any successor clearing broker, to whom DBS1 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 ariy other nonaffiliate entity upon writteo notice to Client. If any provision of oondltloh of this Aocoont Agreemant shall be held to ba invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body, such invalidity of unenforceability shall attach only to such provision or condition. The validity of the remairiing provisions and conditions shall not be affected thereby and this Account Agreement shall be carried ouTas if any such invalid or unenforceable provision or condition were not contained herein. 32. The provisions of this Account Agreement governing arbitration (Section III), controlling law (Section 11.29) and linfiitation of liability (Section 11.25) will survive the termination of this Account Agreement. EFTA01441007 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. Ail parties to this Accouht 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 rutes of tha arbitration forum in whieh a claim is filed, or as prohibited by Applicable Law; b. /Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings; d. the arbitrators do not have to explain the reasun(s) fqr their award, unless, in an eligible case, a joint request for an explained decision has bsen submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; e. The panel of arbitrators vvill typically include a hilDority of arbitrators who were or are affiliated with the securities industry; f. The rutes of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is inalipible for atbitrationmiay be brougtitjn court; and g. The rules of the arbitration forum in which the claim Is filed, and any amendmerits thereto, shall be incorporated into this Account Agreement. 4 2. Subject to the preceding disclosure, Cliant agreas to arbitrate any controversies dr disputes that mey arise with DBSI or Pershing, whether based on events occurring prior to, on.or subsequent to the date of this /Account Agreement, and including any controversy arising out of-or relating to any Account with DBSI, tho construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI, to transactions with or through DBSI, or any controversy as to whether any Issue is arbitrable. Any arbitration under thisiAccount Agreement shall be determined only before an arbitration panel set up by FINRA in accordarice 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 eiect in the first instance whethor arbitration shell be by FINRA or a specific national securities exchange of which DBSI is a member, but failure to make sueh election by registered letter to Deutsehe Bank Securities Inc., Compliance Department - Attention: EFTA01441008 Director of Compliance, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330, New York. NY 10005-2836 within five days after receipt of a written request froiin DBSI for such election, gives DBSI the right to elect the arbitration forum that will haVe jurisdiction over the dispute. Judgment upon arbitration awards may bo entered in any court, state or federal, having jurisdiction. Any arbitration under this Account Agreement will bie conducted pursuant to the Federal Arbitration Act and the laws of the State of New York. 3. Neither DBSI. Pershing nor Client(s) waive eny tight to seek equitable relief pending arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated is court a putative class actioh orwho Is a member of a putotiva 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 enfotbe an agreement to aitritrate shall not constitute a waiver of any rights under this agreement except to the extent stated harein. TENTIONALLY LEFT BLANK] EFTA01441009 Foim W-9 Request for Taxpayer (Rev. D8cember2011) Departinent pf Die Treasuoi Internal Hovonue Service Identification Numtier and Certification Name (as shown on your income tax return) Southem Trust Company, Inc Business name/diaegsnied entity name, if different from above Chsck appropriate box for federa) tax cfassfflcatlon: D Indlvkfeial/solo proprietor • is .e Q Limited liability company. Enter the tax claeslflcation (C"i corporation. S-S corporation, P=partnsrsMp) ^ D Other (see instruetions) >• . Address (number, street, and apt or suite no.) 6100 Red Hook Quarter B3 City, Elals, and ZIP code St. Thomas, USVI00802 Liet aceount number(s) here loptlonal) Taxpayer Identlflcatjon Number (TIN) if Enter your flN in the appropriate t>ox. The TIN provided must match ths name given on the "Name" line to avoid backup withholding. For individuals, this Is your social secunty number (SSN). Hovvever, for a resident alien, sole proprietor, or dlaregardedi entity, see ths Part I Instnicttons on page 3. For other entifies, 11 is your employer Identification number (BN). H you do not have a number, see How to get a TTNonpageS. Note. If the account Is in more Ihan one nama, see the chart on page 4 for guidelines on whose number to enter. Certification Under penalties of perjury, t certify that: 1. The number shown on this form Is my correct taxpayer identification numtier (or 1 am waiting for a number to be issued to me), and 2. i am not subject to backup withholding tiecause: (a) I am exempt from backup withholding, or (b) I hava not been notifiad by the Intemal Revenue Service (IRS) that I am subject to backup withholding as a result of a lailure to report all interest or dividends, or (c) the IRS has notified ms that I am no longer subject to backup withholding, and I 3. I am a U.S. citizen or other U.S, person (defined below). Certification Instruct'ons. You must cross out item 2 abova if you have been notified by the IRS that you are currently subject to backup withholding EFTA01441010 because you heve failed to report all Interest and dividends on your tax return. For real estate transactions, item 2 does not appty. For nrartgage interest paid, acquisition or abanilonment£tt.aecun3d preperty, canceaallon of debt, coniributions to an individual retirement arrangement (IRA), and generally, payments other ihan imerestafiS di^dends, you are notjagfjiredJo- sign'tfi'e certification, fcajt you must provide your corretst TIN. See the instfuctlonson page 4. Sign Here Slsnature of ,11.8. peraon >- / General Instructioris Section refarerx:^ are lo the mternal r^avenue Ci noted. Purpose of Form A person who Is required to file an information retum with the IRS must obtain your oorrect taxpayer tdeitlficatk>n number (TIN) to lepoit, tor example, Incoma paid to you, real estale transactions, mortgage interest you paid, acquisition or abandonment of secured properly, oancellation of debt, or contributions you made to an IRA Use Form Vil-9 onty 11 you are a U.S. person (Including a resldem alien), to provide your correci TIN to the person requesting it (the requeste0 and, when applicable, to: 1. Certify that the TIN you aieigiving Is oorrect (ot you are waiting for a number lo be issued), 2. Certify that you are not subject to beckup withholdtng, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying thet es a U.S. person, ybur allocable share of any partnership income;from a U.S, trade or business is not subjeci to the withholding tax on foreign partners' share of effectively connectedi inoome. • Cat. No. lOZaiX Form W-9 (Ftev. 12-Z011) Note. If 8 requester gives you a form othar than ftxm W-9 to request yourTlN, you must use the requester's form Ifit Is substantially similar to this Form W-9. Oefmltfon 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, i • A paitnership, corporation, company, or assoclalton created or ' organized in the United Stales or under tha laws of the United States, • An eslate (other than a foraign estate), or , • A domestic trust (as defined In-Regulatlons section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or ; business in the Uriited States are generally required to pay a withholding i tax on any foreign partners' share c i Income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership Is required to presume that a partner is a foreign person, , and pay the withholding tax. Therefore. If you ere a U.S. person that is a EFTA01441011 ! partner In a partnership conducting a trade or business In the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership Income. I Social security number 0 Exempt payee CCorponalJon 0 S Corporation , Q Partnership • Trusl/eslate Qhre Fomi t o the requester. Do not send to the IRS. Requestei'a name and address (opUonel) Em lo er identfHcalfon number Ef - iSf EFTA01441012 mm IV. TAX ELECTION/DECLARATION OF TAX STATUS This Account Agreement is designed for use by both U.S. Peisons and Non-U.S. Persons. Please check the box next lo the applicable item below. Client certifies that Client will notify DBSI in writing immediately if tha raprasentatian certified to tielow ceases to be true and coirect. 1. • U.S. Citizen or U.S. Resident Alien FonnW9 Substitute Request for Taxpayer Identification Numbar and Certification Name (as shown on your income tax return) Business name/disregarded entity name, irqinerent Trom above— "S •si. S 0 Check appropriate box forfederal tax classification (required): - r-1 Indiyklual/sole proprietor Q C Coiporatioh dl S Corporation I Address (number, (treat, and apt. or suite no.) City, State, and ZIP code fl [Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provkied must match the name given on the "Name" line to avoid backup withholding. For indn/iduais, this is your sociei security numtier (SSN). For other entities, it is your employee identification number (EIN). 11i Certification 3 Sign Here -be 1-" 2. Q Non-U.S. Parson I am not a U.S. person (including a U.S. resident alien). I am submitting the applicable Form W-8 with this foim to certify my loreign status and. If applicable, claim tax treaty benefits. For example: Client is not a U.S. person (induding a U.S. resident alien). Clieint agrees to provkle DBSI with this application the applicable Intemal Revenue Servtee (IHS) Form W-8 to certify the clisnt's foreign status. W-8 forms and Instructions are available on the IRS website st vyww.irs.gov. . Undei; penalties of peiisty. I certify that: 1. The number shown on this fomn is my conect taxpayer identificatian numtier for I am waiting for a numtier to be Issued to me), and 2.1 am not subject to backup withholding because: (a) I am exempt from bsckup withholding, or (b) I have not tieen notified by the Intemal Revenue Servica (IRS) that I am subject to tiackup vvithholding as a result of a EFTA01441013 failure to report all Interest or dividends, or Ic) the IRS has notified me that I am no longer subject to backup withholding, and 3.1 arn a U.S. citizen or other U.S. person (defined in the instructions): Certification instructions, Yop-nmsTcross oihitem 2 above if you havebgeD.notified by the IRS that you are currently subject to backup vvithholding bscause you have failed tp"lport ali Interest apd dividends oiuiourtaxTStiirn. Social Security Number Employer Identification Number -.-Q I JDOCHI 1- ^ Pannerehip Q Trust/estate I LimKed liability company. Enterthe tax clasaification (CsC corporation. S=S corpoiation. Pspartnership) ^ Other y I I Exem t a ee EFTA01441014 BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT; (1) CLIENT HAS RECEIVED, READ AND AGREES TO THE TERIWS AND CONDITIONS OF THIS ACCOUNT AGREEMENT, INCLUDING THE APPENDIX WHICH CONTAINS IMPORTANT INFORMATION: AND (2) THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION IS ACCUflATE. CUENT ACKNOVVLEDGES THAT THIS ACCOUNT AGREEMENT COIMTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTION III. PAGE.5. AND CLIENT AGREESTO ITSlsf IlMS (ALLACCOUNT AGREEIWENT SIGNATORIES MUST INITIAL), THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CLIENTS CONSENT TO ANY PROVISION OF THIS DOCUMENT DTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING. AND, IF APPUCABLE, THE CERTIFICATION REQUIRED TD ESTABLISH CLIENT'S STATUS AS A NON-U.S. PERSON AND OBTAIN A REDUCED RATE OF WITHHOLDING. Important Informstion for ERISA employee benefit plan eiients: U.S. Departmentiof Labor regulations require DBSI to disclose to a responsible plan fiduciary cartain information in connection with the services that DBSl provides to a plan, to'assist the fiduciary in evaluating the reasonableness of DBSI's services and related compensation. The disclosure Is available online, at http://- vvww.pwm.db.coiWamericas/en/erisa_disck>surejics.html. By signing belbw. you acknowledge that you are a fiduciaiy responsible for the procurement of DBSI's seivices to the plan, you have read the disclosure and you understand the disclosure. Individual or joint account (IF THIS IS A JOINT ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN): CONFIRMATION OFTAX AND COMPLIANCE RESPONSIBILITIES Cliem acknowledges having sola responsibility to fulfill anytax obligations and ariy other regulatory reporting duties applicable In any relevant jurisdictionsthat may arise In connection wilh assets. Income or transactions in Client's account(s)'and business relationship with DBSI. CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WfTH RIGHTS OF SURVIVORSHIP OH TENANTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: I — I Tenanls in common; or I I Community Property (for manisd couples in cenain states; each spouse retains 50% intarest in the contmunhy property upon death of the first spouse). Signalure Print Name Signature Print Name Signature PrintName EFTA01441015 Date SSN/EIN. Date SSN/EIN Date SSN/EIN Corporator}, partnership, trust or other entity: CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having sole responsibility to fulfill any tax obligations and ahy other regulatory reporting duties applicable to In any relevant jurisdictions that may arise in connection with assets, income or transacltons]in Client's account(s) and business relationship wfth DBSI, Furthermore, Client confirms that the necessaiy Inforrnation ito the best of Client's knowledge and capabilities) is made available no less tlian annuallyto the relevant beneficial owner(s). senlor(s). beneficiarylies), partneris). etc. to enable such personfs) to fuHill any respective tax obligations that may arise for such person(s) in conneictlon with Client's business relatioriship with OBSl. Name of En„" Southern Trust Company Inc Signature of Officer. Partner, Tmstee. Authorized P ^ Print IMame/Tltle"""^oy^"'"'" Signaiura of Officer, Partner, Trustee, Authorized Party Print Name/Title Signature of Officar. Partner, Trustee, Authorized Party Prinl IMama/TitlB • Date. .3 . " Employer ID No.!!"!!ff 1 r>at..1—^ 3-Nr"—/o' EFTA01441016 ^ia^=aS!l>.'jSli:.1;^.vfri^ii^B^iaiHi ISi ifffiimrrfiirifiiiiw APPENDIX TO THIS ACCOUNTAGREEMENT: DISCLOSURES AND DEFINITIONS !IVIPORXANT PLEASE"Rf::AOTHIS APPEIMDIX DISCLOSURES I. Confirmations. Confirmations of transaritions, as well as other communications will be sent to the addrsss Cliant has provided, or to such other address as Client may hereafter give to DBSl in writing, and all communications so sent whether by mail, privata carrier, facsimiia, messenger, electronically or otherwise, shaft be deemad delivered to Client when sent, whether actually received or not. 2. Consent to Loan or Pledge of Securities and other Property Within the limitations irnposed by Applicable Law. all Securities and Other Proparty now or hnreafter held; carried or maintained by or in the possession of DBSI thnt have not been fully paid for may be lent to OBSI. to Pershing or to others, and may be pledged, repledged. hypothecated or rehypotfiecated without notice to Clien't. either separately or in common with other Securities end Other Property of DBSI's other Clionts for ahy amount tiue in any account with DSSl in which Client has an interest, or for any greater amount, and DBSI may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Propeity. Ciient understands that while secarities held for Client's Account(s) are loaned out. Client wilt lose yoting rights attendant to such securities. For addittonal terms that apply to margin accounts only, see the'Margin /Addendum. Neither Pershing, nor DBSI, will lend or plac^ge fully paid for securitias without Client's wntttfn peimiesiort; 3. Corrected and Late Trade Reports. OBSI may receive late and/or erroneous trade reports fmm 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. ^ec t of Attachment or Secjueatratisn of Aeconnts. DBSI shalf ndt be ILabla for refusing toiobey ahy orders given by or for Client with respecn to any Accourit which is or has been subjeet 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 sequestratioiT. 5. Foreign Securities. With respect to debt or equity securities of foreign issuers er debt or deposit instrumonts of foreign bahks ("Foreign Securities"). Client acknowledges and understands that: (a) Foreign Securities are. In most cases, not registered with the Securities and ExchangeCommission er listed on any U.S. securititis exchange, (b) EFTA01441017 Foreign Securities, patticularly 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 Forejgn Securities prior tn the maturity thereof or to datermine the market price thereof for valuation purposes, (c) Foreign Securities, and the issuer, guarantors or other obligors with respect thereto ("Foreign Issuers/ Obligors") are subjact to a variah/ of risks; in aduition to those typically tuced in the case of U.S. secorities and issuers, including, among other things, currency risk, exchange'controls, confiscatory taxation, withholding, liririitatioris 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, thanis Ithe case with U.S. issuers whose securities are subject to the periodic reporting requirements under U.S. seeurities laws, (e) there may be no effective means to determine if a Foreign Issuer/Obligor is in default of its obligations in rer,peet of its debt securities or other finaneiai obligations (and Client specifically acknowledges that Foreign Securities which Client purchases may be in default at the time of purchase), (f) Foreign Securities Iri question may be urirated. and (g) such Foreign Socurities are not suitable for all investors. Client authorizes DBSI to purchase Foreign Securities (and, in the case of Foreign Seeurities denominated In foieigo cuironcles. tho relavant foreign currenoias) from or sell Foreign Securities (and foreign eiichange) to an /Affiliate of DBSI. tn dealing with such Affiliatas, such Affiliates may take and retain their normal comnnissions, spreads or other fees without regard to DBSl's relationship with Client. 6. Freeriding Prohibited (Not Appticable to Margin Accoiints). Paying for the purchase pf securities in a cash account with the proceeds of their subsequeut saje, known as freeridirig, violutes i^guiatlon t of the Federal Reserve Bpard. is prohibitnd and may. ameng olher things, result tn Client's Account being rostrioted or closed. 7. Impartial Lottery Allocation System. When DBSI holds Securities and Other Proparty that are callable (all or in part) on Client's behalf. Client will participate in DBSI's Impartial lottery allocation system for the called Securities and Olhar Property.8. Non-Investment Adviser Capacity. Unless DBSI agrees othenwise in writing, DBSI is not acting as an "investment adviser" (as such term is defined in the Investment Advisers Act of 1940. as amended) with respect to the Client's Account(s). d. Non-United States Rhiident Additional Oiselosure and Uriderstanding. Tbis EFTA01441018 disclosure applies to nbn-Unftad 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 arid services may not have been registered, reviewed or approved by any governmental, banking nr securities regulator in Client's oouBtry of residence or demiclle. Not all of DBSI accounts, products, sen/ices or jnvestments 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 putside Client's country or residenije or dorhicile, including reporting and filing requiremnnts and laws,irules 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 Clieht's country or domicile of residence that miglniapply as a result of ^Client's Anonent with DBSI Ih the Unitad States. ITiese may include but are not limited to. tax. foreign exchnnge or capital controls, and reporting or filing requirements that may apply as a result of Cliant's country of citizenship.) domicile or residence. Client currently complies and will continue to comply with aoy such laws, rules, regulabons and reporting or filing requirements as raquired by Clli3nt's country of citizenship, resieence or domicito. - s- w^ EFTA01441019 10. Notices. Notices and other communications may also be provided to Client verbally. Such notices and other communications left for Client on Client's answering machine, voice