EFTA01297271.pdf

Deutsche Bank Wealth Manag;irnent sA N-- This questionnaire is highly relevant for Deutsche Bank's compliance with the requirements stipulated in the German Bank Separation Act (GBSA). Violation of GBSA prohibitions can be prosecuted as a criminal offense and expose Deutsche Bank to significant penalties and reputational risk. This questionnaire must therefore be completed with the utmost diligence. In case of any questions regarding this questionnaire, please contact your line manager or your local contact at Deutsche Bank's Legal Department. Darren K. Indyke PLLC Name al Cline Mete:tree) Section 1: Proprietary Trading This section deals with activities of Deutsche Bank Group entities involving the ptschase or sale of financial instrument in a principal capacity. Level 1 Qt. Do the proposed activities involve transactions in financial instruments by A Deutsche Bank Group entity as principal (i.e., not as agent, broker or in any other role as service provider)? Please indicate YES or NO, and describe the basis for this conclusion in the Comments section as well as by checking the appropriate box in below table with examples. YES (if the answer is "YES". please proceed to 02 of this questionnaire kir documentation of anplicable exclusions or exemptions) I NO (this is permissible trading under GBSA) Comments This is an law firm and is solely owned by Darren Indyke 1/4417M29 0258138.07031/ For internal use only Page 1 sill SONY_GM_00060251 CONFIDENTIAL - PURSUANT TO FED R.CM(F IDENTIAL DB-SDNY-0023075 EF1'A_00170794 EFTA01297271  Mark IX) Examples for in scope-products i.e. "financial Mark (XI Examples for out-of-scope products instruments" within the meaning of Section and activities 1(11) of the German Banking Act If Yes Shares and comparable holdings If Yrs Loans evidenced by promissory notes (Schuldscheindertehere issued under German law, PROVIDE() that III they have a residual minority of more than twelve months (i.e., they are not money market instruments) and they have been granted on the basis of contractual agreements with a limited number of institutional investors only, but not broadly Meted to the public. If Yes Certificates representing shares If Yes Registered bonds fleameneschuldverschreibungent, PROVIDED they have been issued on the basis of contractual agreements with a limited number of institutional investors only, but not broadly ' tifleied to the public If Yes Investment products under the Capital II Yes Loans (other than subordinated loans and Investment Act' that are not represented by welt participating loans), including non- a tradeable secunty, such as shares or units Win forming loans. and other receivables le.g., that grant a participation in the rotten of lease, rent). unless represented bye tradeable business; shares in assets which the issuer or locurity. a third party holds for the account of another person (trust assets); mote participation loans. subordinated loans, (profit) participation rights; registered bonds; other investments that promise interest and refund or a cash settlement in consideration of the temporary transfer of money, provided that they are offered or marketed to the public in Germany: (Note: The qualification of loans evidenced Uv promissory notes tSchuldetheirefarlehen) depends on their marketability arid remaining maturity, see in the right column.) If Yes Debt instruments (including participation If Yes Emission allowances, but only until the certificates. bearer notes and order notes) and implementation of MiFID II which is currently comparable rights which are tradable on the expected for 3 January 2018. capital markets (Note: This includes any form of bond note being negotiable in the market without restriction (e.g. variable funding notes without transfer restriction] If Yes Certificates representing debt instruments It Yea Payment instruments (checks and bills of exchange) If Yos Other securities a rights which entitle their II Yes Repurchase transactions or securities lending holder to purchase or sell securities or rights transactions as described above in this column or which result in a cash payment depending on such securities or rights, loreiun exchange rates. interest rates or other revenues, commodities. indices or parameters II Yes Units ar shares in undertakings for collective II Yes Unclementing and placement business on or investments (in particular UCITS. AIF, other without a firm commitment basis forms of mutual or alternative investment funds) unless the acquisition of units or shares is closely related to client-related management activities te.g., seeding and co-investment activities) and does not aim at generating short-toms prolits. v/201711979 07M1E0.1.070317 For internal use only Page 2 01 11 SDNY_GM_00060252 CONFIDENTIAL - PURSUANT TO FED. R.QP NEIDENTIAL DB-SDNY-0023076 EFTA_00170795 EFTA01297272  If Yes Money market instruments. i.e. all types of II Yes Financial portfolio management or receivables that are normally traded in the investment advice money market, such as promissory notes (Schu)dscheine) which are tradable on the money markets and have a residual maturity of up to 12 months Also. Certificate of Deposits (CDs) and Commercial Papers (CPs) are usually money market instruments. If Yes Foreign exchange or units of account. including II Yes Armee as agent or broker (i.e. not in a principal FX spot (i.e. up to 1+2 or as per MiFIR)' Ca0aCitV; It Yes Derivatives within the meaning ot Annex I, II Yes Stakes in a cooperative society within Section C points (41 to (10) of MiFIDI' the meaning of Section 1 of the (including options. forwards. caps, floors. German Cooperative Societies Act FBAs, futures, swaps. contracts for differences (Genonsenschaftsgesetz) and credit derivatives{ Note: in order for an instrument to qualify as security or If Yes Commodity spot transactions. but only until money market instrument for purposes of GSM. it must the implementation of MiFID II which is be tradable/negotiable in the market .;urrently expected for 3 January 2018. If Yes Physically settled commodity transactions, unless traded on a regulated market or MTF, or unless collateralized, or unless cleared using a recognized CCP'. If Yes Order execution or transmission (unless High- Frequency Trading, see Section 3) 9t this box is marked with ix) please make sure that the lending and guarantee prohibition in Section 2 will be examined 02. If the answer to 01 is YES: Is the trading activity covered by one or more of the exclusions or exemptions listed in the table below? Please indicate YES or NO and describe the basis for this conclusion in the Comments section and by checking the appropriate box below. YES (this is permissible trading under GBSA) NO (this is impermissible proprietary trading under GBSA!) Comments Mark LX) Exclusions Mark IXI Exemptions If Yes Market Making If Yes Hedging of permitted client transactions— i.e. dealing as a member of a trading venue closing of open positions (organized market MTF or OIF) or of a market i.e. transactions to hedge trades with in a third country. whose legal and supervisory customers, unless such hedge would relate to framework has been declared equivalent by the an impermissible loan or guarantee wan AIF European Commission, as principal. in a financial (see bekw, under Section 2) instrument, on or outside a trading venue, fi) by Anticipatory hedging of future client posting firm, simultaneous two-way quotes of transactions is arse covered by the exemption. comparable size and at competitive prices, with However, anticipatory hedging does not justify the result of providing liquidity on a regular and - warehousing" or holding of an "inventory' ongoing basis to the market, as pan of the firms of WWI itios in excess of what is required for usual business, fin by fulfilling orders initiated by snliCipatOry hedging. diems or in response to clients' requests to trade end/or (ill by hedging positions arising from thn fulfilment of the tasks undo (ii and hi{. V4%1170929 025888.070317 For internal use only Par 3 or 11 SONY_Gal_00060253 CONFIDENTIAL - PURSUANT TO FED R.QP.NEIDENTIAL DB-SDNY-0023077 EFTA_00170796 EFTA01297273  If Yes Systematic Internalization II YlitS Hedging of market risks i.e., dealing on own account on an organized. i.e.. transactions that serve to hedge all frequent, systematic and substantial basis when types of market risk INCLUDES. for example executing client orders outside a regulated (i.e.. exemption applies): market oi an MTP (i) hedging of price risk, rate risk, interest rate risk, foreign exchange risk. market risk arising from commodities business (including electricity derivatives and CO' emission cortilie.etos), maiketeelated risk which results from a change in a counterpane crecatwortleiness (e.g., specific position risk ei potential changes in credit spreads) or which is attributable to market liquidity (BTR 2.1 No. 1 MaRisk), (ii) hedging on portfolio level or based on correlation assumptions, fiii) anticipatory hedging of future risk. Irv) split hedges. M money market loans or other money market - uansections Ira the purpose of short-term liquidity management. If Yes Dealing on own account as a service for others If Yrs Strategic investments i.e.. trading to fulfil a client o'dei el trading i.e., transactions serving or supporting the that relates to trading for a potential client. acquisition or salt ci a strategic (long-term) including intragroup transactions (where the participation - client` of the Bank is a subsidiary of the Bank) It Yes Trading without short-term trading intention i.e., hansoctions that are not entered into for the purpose of using existing or expected dilknent-€5 between buying and selling prices or fluctuations in the market rates, prices, vetoes nr interest rates in the short term so as to gemeate a mule. ere exempt from the Proprietary trading prohibition INCLUDES. for example (i.e.. exemption applies): the acquisition or holding of investment fund units if it relates to the establishment and management of alternative investment funds (Alf) and the placement of units issued by them heeding and co-investment activities) are generally not covered by the prohibition in Sec. 3 (2) sentence 2 no. 1 KVVG, if the acquisition or holding of units is closely related to Client-retated asset management activities and doos not aim at generating short-term proles ' Needs to be amended as soon as regulation C4201612398 final enters into force (COMMISSION DELEGATED REGULATION (EU) of 25.4.2016 supplementing Directive 2014/65/EU of the European Parliament arid of the Council as regards organisational requirements and operating conditions for investment lams and defined terms for the purposes of that Directive), a MiFID II related regulation. 2 Needs to be amended as soon as MiFID II is implemented in German Banking Act (second FiMalloG) with respect to definition of 'Financial Instrument'. I See previous FN. 4 To be expanded to OTF once MiFID II is implemented in %mune Banking Act (second FiMalloG). WMIitig2A 025880.070317 For internal use only Paget 4 of 11 SONY_GI14/4_00060254 CONFIDENTIAL - PURSUANT TO FED &ONEIDENTIAL DB-SDNY-0023078 EFTA_00170797 EFTA01297274  Section 2: Lending and Guarantee Prohibition This section deals with lending and guarantee activities of Deutsche Bank Group entities, where loans are granted to or guarantees arc given on behalf of clients that are classified Id as hedge funds (as such term is defined under German law) or substantially leveraged AIFs. (ii) as investment management companies of such AIFs (AIFM3). or (iii) as other clients to whom the default risk of such hedge funds or substantially leveraged AIFs is economically attributed. Level 1 O1. Do the proposed activities involve lending or guarantee business? The term "lending business" means the granting of money loans (or acceptance credits, i.e. the accepting of bill of exchanges). The term "guarantee business" means the providing of sureties. guarantees and similar forms of credit protection to third parties on lxilialt of clients. Please indicate YES or NO. and describe the basis for this conclusion in the Comments section. YES fif the answer is "YES", please proceed to O2 tr NO (this transaction is not subject to the prohibition of lending or guarantee business under GBSA) Comments Please select in the table below the proposed activities Mark (X) Please review the questions a) and b) and mark the relevant questions with "yes" or "no": If Yes a) Does the Lending encompasses any type of money loan which is repayable in cash. This applies transaction irrespective of (if whether or not the payment of intemst has been agreed, or (ii) whether or encompass not the lender disburses the funds to the burrower or, on the borrower's instruction, to a third the granting of party, or (ii) whether or not any collateral is being re.quirecl. or (iv) how the loan is booked. money loans? If No Activities that are not considered "lending business": If Yes Securities or commodities toweling It Yes Securities or conimodities repurchase or hey/sell back transactions If Yes The purchase of loan receivables including factoring and forfeiting (If the purchaser of a loan agrees to a prolongation of the loan or to change its economic terms (such as changing the interest rate). this is considered as lending business. This is not the case if the purchaser merely defers the repayment (grace period) or if the Please review whether borrower makes use of an existing emlongntion option.) the transaction only encompasses activities If Yes The sub-participation in loans that are not considered lending business" as If Yes Derivatives, even if they include an element of funding described in the column If Yes Cash settlement lines for the clearing business, provided that the client always • on the right lif so. please has sufficient cash in its account to ensure immediate reimbursement of the do mark question Bank's advance payments made to a CCP; for the avoidance of doubt, immediate (a) above with "no"): reimbursement must be ensured. If Yes NomrevoNing temporary interim capital call financing transactions not exceeding three months, fully collateralized by claims on investors iin the case of credit line commitments for capital call financings the permitted period for such credit line commitment may be up to five years, provided that fi) the funds withdrawn are used to finance a specific investor. lie am paid back within three months and the contract excludes a repeated drawdown for the same investor) II Yes The purchase of a bond or note, which qualifts as financial instrument, i.e., which is freely negotiable in the market •If this box is marked with ix) please make sure that the proprietary trading prohibition in Section 1 will be examined meiNeste 02We 0/0:111 For internal use only Page 5 of 11 SONY_GM_00060255 CONFIDENTIAL - PURSUANT TO FED R.QQAT I DENTIAL DB-SDNY-0023079 EFTA_00170798 EFTA01297275  If Yes b) Does the The term "guarantee business" moans the providing of sureties, guarantees and similar transaction forms of credit protection to third parties on behalf of clients -guarantee business is provide for the characterized by its substitution of lending and the bank acquiring a reimbursement claim granting of vis.a•vis the client (the All') once law Ix•nefciary of the guarantee has drawn the guarantee guarantees? and the hank has made payment. If No Please review whether the Activities that are not considered "guarantee business": transaction only encore passes activities that am II Yes Client clearing or derivatives under the futures commission merchant (FCM) not considered "guarantee clearing model of the U.S.A. or clearing models that provide for a similar business" as described in guarantee the column on the right lif If Yes Guarantees for the benefit of non•AIF mistody clients when kmdine securities of so. please do mark ques- such custody clients to Airs !agency lending) tion (b) above with "no"): 02. (If the answer to 01 is "yes"): Does the direct counterparty (i.e. the borrower under the loan transaction or the principal of the guarantee transaction, in both cases hereinafter "the Borrower") qualify as an alternative investment fund (AIF) or as the investment management company of an AIF (AIFM)? The term "AIF" means any collective investment undertaking, including an investment compartment thereof, which (i) raises capital horn a number of investors, with a view to investing n in accordance with a defined investment policy for the benefit of those Investors, and is nu operationally active entrap Ise outside or the financial sector, and (ii) is not authorised pursuant to Article 5 of Directive 2009/65/EC of 13 Juty 2009 (UCITSD) The term "AIFM" means any legal person whose regular business is managing ono or more Airs. The answer to 02 is split up in two —please indicate YES or NO and describe the basis for this conclusion in the Comments section as well as by checking the appropriate box in below table containing examples. 02a. Does the Borrower qualify as an alternative investment fund (AIF)? YES (if the answer is "yes", please proceed to 06 in LEVEL 2 of the questionnaire) NO (if the answer is - no", please proceed to 02h) Q2b. Does the Borrower qualify as an AIFM? YES (if the answer is "yes", please proceed to Q3) NO (if the answer is "no", please proceed to 04) Comments Please provide a brief description of the basis for the conclusion that the Borrower is, or is not, an AIF or en AIFM and substantiate the assessment by answering the questions in the table below Please select in the table below the applicable fund criteria Mark (X) If Yes Is the counterparty registered as AIFM with, or euthorixrd by, competent authorities in the relevant jurisdiction? II Yes Is the counterparts, registered as AIF with competent authorities in the relevant jurisdiction? ALTERNATIVELY, if none of the questions above is marked Pq—does the counterparts, (for purposes of the below questions the term 'counterpart?' refers to the direct counterparts' under the transaction. or, in ease the counterparty is an investment management company, to the investment fund managed by this investment management company) meet all of the following criteria (a), fte and (c) in the column on the felt and does none of the exemptions under id) apply? (please note: to be an AIF, it is necessary to satisfy all of the elements of the definition, e. it only one of the below questions (al. (b) and (c) is marked with -no" or one of the exemptions under (d) applies, the counteroarty does not qualify as AIF or as AIFM): W0.417738t3 0268138.070317 For internal use only Praci of 11 SONY_GM_00060256 CONFIDENTIAL - PURSUANT TO FED R.QPIKE I DENTIAL DB-SDNY-0023080 EF1'A_00170799 EFTA01297276  If Yes (a) Is the The legal nature of the CIU is not decisive—i.e., a CIU may by incorporated or organized counterparty as trust, unincorporated (common) fund, corporation or partnership. Equally, the a collective mechanism by which the investors participate is not decisive—comorate, contractual investment and other forms of memberships are alf covered undertaking (CIU) or an investment compartment or sub-fund theecof? If No If you cannot find the relevant If Yes 01 The undertaking does not have a general commercial or industrial entity in a fund register for purpose outside the financial sector --a general commercial or industrial any type of CIU, are all of purpose is defined m the• ESMA Guklance as follows: the purpose of the following criteria (i), pursuing a business strategy which includes characteristics such as running and (iii) in the column on the predominantly (i) a commercial activity, involving the purchase, sale, and/ right met? If so, please mark or exchange nl goods or alreMeAidiel andfor the supply of nonfinancial question (a) above with "yes" services, or (id an industrial activity, involving the production of goods or construction of properties, or combination thereof. If No If Yes The undertaking pools iota:cher capital raised term its invos- tors with a view to generating a pooled return for those investors (a pooled return is the return generated by the pooled risk arising from acquiring, holding or selling investment assets.- including the activities to optimize or increase the value of these assets -irrespective of whether different returns to investors. such as under a tailored dividend policy, are generated). If No II Yes tii0 the unitholtiers or shaieholdres of the undertaking —as a collective group—have no day-to-day discretion or control, If No If Yes (b) Does the The respective funds must be raised directly of indirectly for the account of the counterparty organism in a commercial manner to procure the transfer or commitment of capital. It raise capital from does not matter whether such activity takes place once or on several occasions on an a number of ongoing basis, or whether the transfer or commitment takes the form of subscriptions investors? in cash of in kind. The fact that only one Investor is invested does not per se rule out the undertaking being an Alf. Only if the constitutional documents of the investment vehicle rule out the investment by more than one investor. this naquitement is not fulfilled. II several investors invest via one trustee or nominee as the, only formal investor, there will be a "look through" beyond the legal trust or fidureary construction —such structures will not be classified as single investoi ciuilras If No Family Offices are not "Air" If Yes Family Office exemption: "Family office" means an undertaking that has because they constitute a pro- been established by a pre-existing group of family members exclusively for existing group of individuals the investment of their private wealth. "Pre-existing group" means a group that does not raise further of family members. irrespective of the legal structure that may be put in capital from other investors in place by them, to invest in an undertaking and provided that the sole ultimate a commercial manner. Please beneficiaries of such towline arta lamih, momhers. where the ecistence review whether the Family of the group ',whites the establishment of the underaking. The definition Office exemption applies in of "pre-existing group" does not prevent family members from Mining the your case Id so, please do mark group after the undertaking has been established "Family members" means question (b) above with "no"): the spouse of an individual, the person who is living with an individual in a committed intimate relatiood rip, in a joint household and on a stable and continuous basis. the relatives in direct lino, the siblings. uncles, aunts, first cousins and the dependents of an individual. te14178979 02.4883.07031J For internal use only Page 701 11 SDNY_GM_00060257 CONFIDENTIAL - PURSUANT TO FED -RWAI IDENTIAL DB-SDNY-0023081 EF1'A_00170800 EFTA01297277  If Yos (c) Does the A "defined investment policy" Ithninen a sat of nur.alisciteionaiv enteria for the counterparty investment of the raised capital as opposed to a more general business strategy or the have a defined financing of general business activities which allow for gloater flexibility and discretion. investment Sources: Prospectus. Gerv-sal mixt Special (Fund) Rules. Offering Memorandum —if they policy? contain investment rules that cannot he deviated from, see factors listed below If No Please review whether the — Factors that would. alone or Cullnilanvel12/ 1. indicate the OXiSIONO of a "defined counterparty has a defined investment policy" are the following: investment policy lif so, please the defined investmeAt policy is determined and fixed at the latest by the time that do mark question above investors' commitments to the undertaking become binding on them; with "yes"): — the investment policy is set out in a document which becomes part of or is leterenced in the rules or instruments of incorporation of the undertaking; — the undertaking or the portfolio manager has an obligation to follow the investment policy: ..- the investment policy specifies investment citadel:nes, with reference to criteria including any or all of the following: — to invest in certain categories of assets, or conform to restrictions on asset allocation; ..- to pursue certain strategies. — to invest in particular geographical regions; — to conform to restrictions on leverage; — to conform to minimum holding periods; or -- to conform to other restrictions designed to provide risk diveisificatIon. If Yes (dl Do express exemptions apply so that the counterparty is not an A1E? If No Please review whether one of If Yes Is the counterparty a UCITS lend? (see prospectus or fund registration) the exemptions in the column On the right applies in your If Yes Is the counterparty a German closed-end AlF? case (if so, please do mark (Note: A closedend AIE in a German AIE that does not repurchase question (d) above with "yes"): or redeem its shares or units at the iequest of their holders prior to the commencement of its hquidation phase or wind-down, directly or indirectly, out of the assets of the. AIF and in accordance with the procedures and frequency set out in its rules or instruments of incorporation. ixospectus or offering documents.) II Yes Is the countorpany a Holding Company within the meaning of Sec. 2 (1) No, I MGR, i.e. a company with shareholdings in one or more other (*meanies. (a) the commercial purpose of which is to carry out a business strategy or strategics through its subsidiaries, associated companies or participations in order to conuntiute to their longatarn value, and (h) which is either a company (x)onnrilling on its own amount and whose shares are admitted to trading on a regulated market in the European Union ix the EEA; or (yt not established for the main purpose of generating returns for its investors by means of divestment of as subsidiaries or associated companies. as evidenced in its annual remit or °the official documents? If Yes Is the counterparty a "Securitizalion Special Purpose Vehicle" as defined in Sec. 2 il) No. 7 in conjunction with Sec. 1119) No. 36 KAGS. i.e. an entity whose sole purpose is to carry on a securitization or securitizations (within - the meaning of Article 1(2) of Regulation MCI No 24/2009 of the EC8 of 19 Docents 20CtS COM:failing statistics on the rissets and fiabthties of financial vehicle corporations engaged in securitization transactions) and other activities which are Opp 0nriala to accomplish that purpose? Securitization within the meaning of the aforesaid is defined as a transaction or scheme whereby an asset or pool of assets is transferred to an entity that is separate from the originator and is created for or serves the purpose of the sccurnization and/or the credit risk of an asset or pool of assets, or part thereof, is transferrwi to the investors in the securities, securitizahon fund units. other debt instruments and/or financial derivatives issued by an entity that is separate from the originator and is created for or serves the purpose of the SOCtirditatiOn. and: WIN17a929 025880.070317 For internal use only Pan, 8 of II SDNV_GM_00060258 CONFIDENTIAL - PURSUANT TO FED R.QP MIDENTIAL DB-SDNY-0023082 EFTA_00170801 EFTA01297278  fa) in case of transfer of credit risk, the transfer is achieved by: the economic transfer of the assets being secuntised to an entity separate from the originator created for or serving the put pose of the securluallon. This is accomplished by the waster of ownership of the secteitised assets turn the originator is :Novell sub- participation, or the use of credit glenvatives, guarantees or any similar mechanism; and lb) where such securities. secuntization fund units, debt instruments and/ or financial denvatives are issued. they do not rep esont the originator's payment obligations. Note: (A) If the direct contrectual counteipany of the Bank cumulatively tulles the above criteria under ta) to (c) without fulfilling one of the exemptions listed under id). the direct contractual countertwty of the Bank qualifies as an AIF, so that 02a. is to be answered 'Yes'. (El) If the direct contractual counterpany of the Bank manages a fund or vehicle that cumulatively fulfils the above criteria under (a) to (c) without uflfilling tine of the exemptions listed tender la the direct contractual counter pane of the Rank qualifies as an AIFM, so that 02b. is to be answered 'Yes'. 03. (If the answer to 02b, is "yes"): Is the AIFM acting on behalf of the AIF and within the scope of the Ars terms of investment? An AIFM is "acting on behalf of an Air if the loan or guarantee agreement is made to serve the AJF's investments. If the purpose of the loan or guarantee is only to fund (or secure funding for) the AIFM's working capital or other administrative expenses of the AIFM, without creating contagion risk with an All, the transaction will not be caught by the prohibition of the GBSA. Please indicate YES or NO, and describe the basis for this conclusion in the Comments section as well as by checking the appropriate box in below table containing examples. YES lif the answer is "yes", please proceed to 06) NO (this transaction is not subject to the prohibition of lending or guarantee business under GBSA) Comments Please provide a brief description of the basis for the conclusion and substantiate the assessment by answering the questions in the table below Please select in the table below the applicable activity. Mark (X) Potentially prohibited client activity Mark (X) Permissible client activity If Yes Is the transaction undertaken by the AIFM an If Yes Is the pumose of the transaction to fund the behalf of the AIF and within the scope of the AIFM's working capital or