EFTA01464599.pdf

Deutsche Bank Private Wealth Management For Bank Use Only Account Number(s ): Certificate of Corporate Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duly appointed Secretary or other officer or director duly authorized to (i) certify as to the corporate resolutions or consents ("Corporate Resolutions") of the board of directors or other governing body (the "Board") and (ii) to keep the records of , (the "Corporation") a corporation duly organized, in good standing, and existing under the laws of ; and (b) the following is a true copy of the Corporate Resolutions of the Board, duly adopted in accordance with applicable law and governing organizational documents with respect to the account type(s) indicated below ("Account(s)"): o Deposit Account(s) o Investment Advisory Account(s) (please select all that apply): o discretionary o non-discretionary "RESOLVED, that it is desirable and in the best interests of the Corporation, and the Corporation is authorized, to designate Deutsche Bank Trust Company Americas (the "Bank") as depositary, custodian or investment advisor, as applicable, for such property as designated by the Corporation from time to time, and to open and maintain Account(s) with the Bank. RESOLVED, that the Corporation be bound by the terms and conditions set forth in any agreement or contract governing Account(s) (the "Account Agreement(s)") and any other document relating to products or services provided in connection with Account(s), as revised and/or amended from time to time (collectively, the "Agreements"). RESOLVED, that the directors, officers, employees and/or agents of the Corporation (the "Authorized Signer(s)") whose names, titles and signatures appear below, as amended from time to time by the Corporation, are hereby authorized and directed, for and on behalf of the Corporation, to open, maintain, manage or close Account(s), to execute the Agreements, and to exercise and direct the exercise of all duties, rights and powers, and to take all actions necessary or appropriate in connection with the opening, maintenance, management or closing of Account(s) in the name of the Corporation, pursuant to the terms and conditions specified in the Agreements, and any applicable laws, rules and regulations. The Bank is authorized to accept instructions from the Authorized Signer(s) in connection with Account(s), including, but not limited to, endorsements and deposits of EFTA01464599 negotiable instruments, checks or other orders for the payment of money, and instructions to deposit, withdraw, transfer, deliver or assign assets in Account(s), sell any assets in Account(s), including but not limited to assets listed as "held elsewhere," buy any assets for Account(s) and retain the services of an advisor, including the Bank, consultant or broker/dealer to manage all or part of assets in Account(s), all on such terms as the Authorized Signer(s) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signer(s) have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Corporation shall indemnify and hold the Bank harmless from all claims, liabilities, losses, costs, expenses (including attorneys' fees) related to or arising from any action or inaction by any such Authorized Signer(s). RESOLVED, that the omission from these Corporate Resolutions of any document, arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no manner derogate from the authority of the Authorized Signer(s) to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate or carry out the transactions contemplated by the foregoing Corporate Resolutions. RESOLVED, that all actions taken and expenses incurred heretofore by the Board or the Authorized Signer(s) in connection with the Account(s) or the Agreements are hereby ratified, approved and confirmed in all respects. RESOLVED, that if indicated below, the Authorized Signer(s) is/are authorized to delegate any and all of the powers enumerated in these Corporate Resolutions in connection with the Account(s) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A." o Custody Account(s) 1 11-PWM-0893 (11/11) 009700.112111 EFTA01464600 AUTHORIZED SIGNER(S): If any Authorized Signer named below is an entity and not a natural person, please attach an Authorized Signatory list. Print Name Title Signature Authorized (select one): o Individually o Jointly with o Other o Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Name Title Signature Authorized (select one): o Individually o Jointly with o Other o Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Name Title Signature Authorized (select one): o Individually o Jointly with o Other o Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Name Title Signature Authorized (select one): o Individually o Jointly with o Other o Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. EFTA01464601 2. The above Corporate Resolutions are in full force and effect and have not been modified or amended since the date shown below. 3. The Bank may rely conclusively on the instructions of the Authorized Signer(s) in every respect unless or until the Bank receives written notification of the revocation and has had reasonable time to act on such notice. 4. No one other than the Corporation has any interest in Account(s) opened and maintained in the name of the Corporation. 5. The titles and names of the Authorized Signer(s) appearing above, whose signatures appear above or on any attached signatory list, are true, correct and genuine. The authorities previously granted to any Authorized Signer not named herein are hereby revoked. In witness whereof, on the date shown below, I have subscribed my signature and affixed the seal of the Corporation (if required). Signature: Print Name and Title: Date of this Certificate of Corporate Resolutions: [Fill in date — this document is not valid if date is left blank] **If the Secretary or other authorized officer or director is one of the Authorized Signers named above, this Certificate of Corporate Resolutions must be confirmed below by another officer or director of the Corporation who is not designated an Authorized Signer above unless the Authorized Signers are the only officers or directors of the Corporation. Confirmation Signature: Print Name and Title: 2 11-PWM-0893 (11/11) 009700.112111 Corporate Seal (if required) If no seal is provided, the Corporation is representing that no seal is required. EFTA01464602 Deutsche Asset & Wealth Management DBTCA Deposit Account Opening Application Private Wealth Premium Elite Personal Accounts Checking Acct. # Elite Checking with Interest Acct. # APY Elite Money Market Deposit Acct. # APY Certificate of Deposit Acct. # APY Term DB AG NY Preferred Certificate of Deposit Acct. # APY Term Promo term (DBTCA deposit account required, along with a DB AG Preferred Terms and Conditions) Private Wealth Premium Internet Banking Services DB Private Wealth Online Plus Link to Existing Online Relationship TM (User/Co. ID Number) TM Private Wealth Premium Elite Business Accounts Checking Acct. # Elite Checking with Interest Acct. # APY Elite Money Market Deposit Acct. # APY Certificate of Deposit Acct. # APY Term DB AG NY Preferred Certificate of Deposit Acct. # APY Term Promo term EFTA01464603 (DBTCA deposit account required, along with a DB AG Preferred Terms and Conditions) Cash Master Sweep Account Checking Acct. # Elite Money Market Deposit Acct. # APY Target Amount Trigger Amount Client Relationship Individual Account Joint Tenants with Right of Survivorship Joint Tenants in Common In Trust For/Payable on Death/As Trustee for Trust Estate 13-AWM-0101 013959.032613 City State Name Addr City State Zip Code Zip Code Mailing address (if different) TM Private Wealth Premium Banking Services TM Consumer Debit Card # Joint Applicant Debit Card # Business Debit Card # Deluxe Checkbook Style # Name Only Name and Address Duplicate Statement Addr Custody under NY UTMA Corporation Foundation Non-Profit Organization Attorney Trust Escrow Landlord Master Escrow Limited Liability Company Partnership Limited Liability Partnership EFTA01464604 EFTA01464605 Account Title and Joint Application Information Name of Account Title Joint Applicant (last name, first name, middle initial) or Business Social Security Number or Taxpayer ID Number Address City, State and Zip Code Home Telephone Number Business Telephone Number Date of Birth Name of Employer Address City, State and Zip Code Notice of Customer Identification Policy Important Information To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who establishes an account, investment or other business relationship with a financial institution. This means that we will ask for your name, address, and other information that will allow us to identify you. We may also ask to see identifying documents such as a certificate of formation or good standing (legal entities) or a passport or other photo identification (individuals). 3rd EU Notice Governmental rules have also broadened the scope of the Bank's obligations to aid in the fight against money laundering and terrorist financing; these rules call for an active involvement of both asset management firms and their clients. For new and existing clients we currently have a legal obligation to ask our customers questions regarding their identities, addresses, source of funds and, if necessary, legal representatives, authorized signatories, beneficial owners or control structures and to collect requisite documentation to substantiate the information. Also, enhanced anti-money laundering requirements require that should any of the above personal or institutional information change, our clients would be obliged to immediately notify us of the change(s) and provide us with relevant documentation to verify these changes. Telephone, Facsimile or Email Instructions By signing below, you agree that from time to time you may give instructions by telephone, facsimile or email regarding the above captioned account(s) (defined herein as "Verbal Instructions"). It is understood that the risk of Verbal Instructions being given by person or persons purported to be you is your own. Absent the gross negligence or willful misconduct of Deusche Bank Trust Company Americas (DBTCA), you agree to indemnify and hold harmless DBTCA for any claims, losses, expenses, costs or attorneys' fees resulting from DBTCA's acting upon such misunderstood and EFTA01464606 unauthorized Verbal Instructions. You understand that DBTCA may, but shall not be required to, seek verification of your verbal, facsimile or email instructions by call back. In case of doubt, DBTCA may in its sole discretion refuse to execute your Verbal Instructions or any part thereof, without incurring any liability. DBTCA is under no obligation to execute your Verbal Instructions to transfer funds or securities to any account(s) without written instructions bearing your original signature. Joint Account Disclosure You have opened a joint account with DBTCA and acknowledge receipt of the following information: This deposit and any additions to the account shall become the property of each owner as joint tenants, and DBTCA may release the entire account to any owner during the lifetime of all owners. DBTCA may honor checks, orders or withdrawal requests from any owner during the lifetime of all owners. The Bank may be required by service of legal process to remit funds held in the joint account to satisfy a judgment entered against, or other valid debt incurred by, any owner of the account. DBTCA may honor checks, orders or withdrawal requests from the survivor(s) after the death of any owner(s) and may treat the account as the sole property of the survivor(s) after the death of any owner(s). Unless DBTCA receives written notice signed by any owner not to pay or deliver any joint deposit or addition or accrual, DBTCA shall not be liable to any owner for continuing to honor checks, orders or withdrawal requests from any owner. After the receipt of the notice referred to in the previous sentence, DBTCA may require the written authorization of any or all joint owners for any further payments or deliveries. 2 13-AWM-0101 013959.032613 (last name, first name, middle initial) Social Security Number or Taxpayer ID Number Address City, State and Zip Code Home Telephone Number Business Telephone Number Date of Birth Name of Employer Address City, State and Zip Code EFTA01464607 ATM/Debit Service You agree that the retention or use of the ATM/Debit card constitutes acceptance of the terms and conditions of the Cardholder Agreement contained in the Terms and Conditions of Deposit Accounts. Internet Banking Service If you have selected to receive Internet Banking Services, you understand that you will be required to enter into a separate Internet Banking Services Agreement with DBTCA before you can access the Internet Banking Service. Acknowledgement of Receipt of Privacy Notice By signing below, you acknowledge receipt of DBTCA's Privacy Notice included in the Application Package. Non-US Individuals: Confirmation of Tax and Compliance Responsibilities. You confirm that it is your responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to you in any relevant jurisdictions that may arise in connection with assets, income or transactions in your account(s) and your business relationship with DBTCA. Non-US Organizations: Confirmation of Tax and Compliance Responsibilities. You confirm that it is your responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to it in any relevant jurisdictions that may arise in connection with assets, income or transactions in your account(s) and your business relationship with DBTCA. Furthermore, you confirm that the necessary information (to the best of your knowledge and capabilities) is made available no less than annually to the relevant beneficial owner(s), settlor(s), beneficiary(ies), partner(s), etc. to enable him/her/ them to fulfill any respective tax obligations that may arise for him/her/ them in connection with your business relationship with DBTCA. Please complete and attach separate W-8 or W-9 documentation as applicable. Terms and Conditions and Representations By signing below, you acknowledge receipt of the Terms and Conditions for Deposit Accounts attached to this Application and agree to be bound by them. In addition, you agree to notify us immediately of any material change to the information provided by you on this Application. You represent and warrant that all of the information provided by you on this Application is accurate. The Terms and Conditions for Deposit Accounts are subject to change. You understand that this application is subject to acceptance by DBTCA. Acceptance Account Holder's Signature Joint Account Holder's Signature For Bank Use Only Reviewed by: Name Title Date Accepted by DBTCA: Name EFTA01464608 Title Date Accepted by DBTCA: Name Title NOC Date 3 13-AWM-0101 013959.032613 Date Date EFTA01464609 Form W-9 Request for Taxpayer (Rev. December 2011) Department of the Treasury Internal Revenue Service Identification Number and Certification Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Individual/sole proprietor Give Form to the requester. Do not send to the IRS. C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ► Other (see instructions) ► Address (number, street, and apt. or suite no.) City, state, and ZIP code List account number(s) here (optional) Part I 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 backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (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 I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been EFTA01464610 notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sign Here Signature of U.S. person ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for 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 you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are 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 payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Date ► Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar 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, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business 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 partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a 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. EFTA01464611 status and avoid withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 12-2011) Social security number Employer identification number Requester's name and address (optional) Exempt payee Print or type See Specific Instructions on page 2. EFTA01464612 IN WITNESS WHEREOF, the undersigned, by and through its authorized officer, has caused this instrument to be executed on the date listed below. [FOR BUSINESS USERS] Business Name Name/Title Signature DEUTSCHE BANK TRUST COMPANY AMERICAS By Print Name/Title Date [FOR ALL OTHER USERS] Account Name Name/Title Signature Date Date WM134667 21 010198.080613 EFTA01464613 Barcode_Num Deutsche Asset & Wealth Management DB Private Wealth Online Plus Account Opening Application Client Information Client/Company Name Online Contact Name Title Address City Phone Number Account Number Balance & Activitiy Reporting Email address Accounts and Services (please check services for each account) Account Book Transfer Bill Pay ACH Wire Transfer Positive Pay (Fees Apply) Reconciliation (Fess Apply) State Zip Code ACH Daily Limit $ Wire Transfer Daily Limit $ The ACH Daily Limit is the daily aggregate dollar amount of ACH transactions (payments and collections) you may send through Private Wealth Online Plus. The Wire Transfer Daily Limit is the daily aggregate dollar amount of wire transfers you may transmit through Private Wealth Online Plus. Note: By signing below, you acknowledge and agree that Deutsche Bank will make reasonable efforts to adhere to the ACH Daily Limit and Wire Transfer Daily Limit set forth herein, but shall have no obligation to do so. Further, you acknowledge and agree that, in accordance with the terms of the Internet Banking Services Agreement, Deutsche Bank may place (and adjust) daily dollar limits on the amount that may be transferred at any time, and from time to time, for any reason or for no reason. Wire Transfer Security Code (Optional) Alpha Numeric Security Code 6-25 characters Security Code EFTA01464614 If I have selected to receive Internet Banking Services, I understand that I will be required to enter a separate Internet Banking Services Agreement with Deutsche Bank before I can access the Internet Banking Service. Account Holder's Signature Print Name Date For Office Use Only: Primary Officer: Secondary Officer: Prepared by: Date: Approved by Wealth Advisor: Note: Access to DB InSight is the recommended portal to DB Private Wealth Online Date: 13-AWM-0135 009614.032613 EFTA01464615 Deutsche Asset & Wealth Management Deutsche Bank AG, New York Branch 60 Wall Street, New York, NY 10005 Certificate of Deposit Terms and Conditions Statement Deutsche Bank Aktiengesellschaft, a stock company organized under the laws of the Federal Republic of Germany ("Deutsche Bank AG" or "we," "us" or "our"), acting through its New York branch (NY Branch), has prepared this Terms and Conditions statement (Terms and Conditions Statement) in connection with the issuance by Deutsche Bank AG NY Branch of certificates of deposit (the "NY Branch CDs"). Deutsche Bank Securities Inc. (DBSI) is a U.S. registered broker-dealer and an indirect wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank Trust Company Americas (DBTCA) is a New York state- chartered bank and an indirect wholly owned subsidiary of Deutsche Bank AG. We have appointed each of DBSI and DBTCA as placement agent with respect to the NY Branch CDs and may appoint other placement agents from time to time. The placement agents may engage third parties to perform clearing broker or custodial services with respect to the NY Branch CDs. Each CD is a deposit obligation of Deutsche Bank AG NY Branch. Deutsche Bank AG NY Branch's accounts and deposits, and any investment by you in the CDs issued by Deutsche Bank AG NY Branch, are NOT insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency of the United States, the Federal Republic of Germany or any other jurisdiction. This Terms and Conditions Statement sets forth the terms that will apply generally to the NY Branch CDs. Deutsche Bank AG will provide to you a Truth-In-Savings Rate Information Disclosure Addendum reflecting the specific terms of the NY Branch CDs that you purchase. You should review carefully this Terms and Conditions Statement and the Truth-In-Savings Rate Information Disclosure Addendum relating to your purchase of any NY Branch CD. The NY Branch CDs are only offered in jurisdictions where they can be legally made available and then only to persons meeting suitability standards imposed by state and federal law. This Terms and Conditions Statement is intended only for the recipient to whom it was provided by the applicable placement agent. The NY Branch CDs have not been registered under the Securities Act of 1933, as amended, or any other applicable securities law. The NY Branch CDs have not been approved or disapproved by the Securities and Exchange Commission (SEC) or any state securities commission, nor has the SEC or any state securities EFTA01464616 commission passed upon the accuracy or adequacy of this Terms and Conditions Statement. Payment to you of principal and interest owing in accordance with the terms of the NY Branch CDs depends on the financial solvency and ability to pay of Deutsche Bank AG and Deutsche Bank AG NY Branch at the time of maturity of the NY Branch CDs. The placement agents do not guarantee in any way the financial condition of Deutsche Bank AG or Deutsche Bank AG NY Branch. The NY Branch CDs are not obligations of DBTCA or any other placement agent. Placement Agents: Deutsche Bank Securities Inc. Deutsche Bank Trust Company Americas 13-AWM-0099 014078.022013 EFTA01464617 Deutsche Asset & Wealth Management Signature Card Deutsche Bank Trust Company Americas Account Holder Title Individual Joint, with Rights of Survivorship Signature Signature Signature Signature Approved Power of Attorney Specimen Signature * For ITF/POD/ATF See Supplemental Terms and Conditions 006678.080913 13-AWM-0359 Account Number ITF/POD/ATF* Joint, Tenants in Common Corporate Partnership Limited Liability Corporation Other: Print Name Print Name Print Name Print Name Date Date of Power of Attorney Number of Signatures Required: EFTA01464618 Deutsche Asset & Wealth Management Signature Card Deutsche Bank Trust Company Americas Account Holder Title Individual Joint, with Rights of Survivorship Signature Signature Signature Signature Approved Power of Attorney Specimen Signature * For ITF/POD/ATF See Supplemental Terms and Conditions 006678.080913 13-AWM-0359 Account Number ITF/POD/ATF* Joint, Tenants in Common Corporate Partnership Limited Liability Corporation Other: Print Name Print Name Print Name Print Name Date Date of Power of Attorney Number of Signatures Required: Yes Off Off Off Off Off Off Off Off Off Off Off Off Off Off 7 EFTA01464619 Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Not applicable Not applicable Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off EFTA01464620 Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Off Not applicable NAOSOD00015602-000104623 Off Off EFTA01464621