EFTA01380083.pdf

Eligibility The IDP is available to individuals, certain nonprofit organizations and to certain fiduciaries and trusts, provided that the beneficiaries are individuals or otherwise eligible. Accounts in the name of business entities including corporations, limited liability companies and partnerships are also eligible for the KW, At the present time, the IDP is not available to retirement accounts (including ERISA Plan and IRA accounts) and governmental plans. Summary of Certain Relationships All Program Banks in the IDP are depository institutions duly chartered under the laws of the United States or a State thereof, the deposits of which are insured by the FDIC. DBSI is a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority and the New York Stock Exchange, and it is not a bank. Deposit Accounts are held by the respective Program Banks and not by Pershing or DBSI. Pershing acts as exclusive custodian and agent with respect to all transactions related to the IDP. The Deposit Accounts established by Pershing for IDP deposits are evidenced by a book entry on the account records of each such Program Bank. Pershing and its agents maintain records of your interest in each Deposit Account. No evidence of ownership, such as a passbook or certificate, will be issued to you. Accordingly all transactions involving your funds in each Deposit Account must be made through DBSI. All questions regarding your funds in each Deposit Account should be directed to DBSI and not the Program Banks. No Program Bank will accept any instructions concerning your deposits in a Program Bank through the IDP unless such instructions are transmitted by Pershing or an authorized agent on its behalf. DBSI assumes the responsibility and the risk of loss for any funds transfers of yours that have theretofore been delivered by you to Pershing until such time as the funds have been received In an account (the "Settlement Account') maintained by Pershing at a designated bank (the "Settlement Bank,' which shall be DBTCA, unless another bank is designated by DBSI) for the purpose of transmitting funds from the Program Banks through the Settlement Bank to Pershing, and from Pershing through the Settlement Bank to the accounts at the Program Banks. DBTCA is a corporate affiliate of 0BSI. Withdrawals are deemed paid by a particular Program Bank when the applicable funds are transmitted by the Program Bank to the Settlement Account. The Program Bank is released from all liability for such withdrawn funds once the Program Bank delivers those funds to the Settlement Account. The Program Banks are not responsible for the actions of DBTCA or for the actions of Pershing, with respect to the IDP or otherwise. Deposits There is no minimum initial deposit for the IDP. Funds are deposited into one or more Deposit Accounts under the following circumstances: (I) in the case of available cash balances resulting from the proceeds of securities sales, on the settlement date of the securities sale; and (ii) in the case of available cash balances resulting from non-trade-related credits (e.g. the receipt of dividend or interest payments or a deposit in the brokerage account), on the business day after receipt by Pershing of the non-trade-related credit. Funds deposited by Pershing into a Deposit Account begin earning interest from the day that they are received by the Program Bank. As noted above, your deposit will be in book entry form and, therefore, you will not receive a passbook or a certificate. Pershing, acting as your agent, will deposit your funds into the Settlement Account at DBTCA, which will recommend for Pershing's approval an allocation of your deposits to any eligible Program Banks according to an order of priority established from time to time by DBTCA. Once your funds in any Deposit Account reach 95% of the applicable FDIC Insurance Limitation, any additional funds will be deposited at another Program Bank subject to the order of priority then established. The order of priority for the allocation of your deposits among eligible Program Banks established by DBTCA is designed to provide you with eligibility for up to $2.5 million of FDIC insurance coverage, but neither DBTCA nor Pershing can guarantee that such allocations will result in more than $2.5 million of FDIC insurance coverage for your deposits. Any deposits over the $2.5 million maximum are automatically swept into an Excess Bank. You may exclude any Program Bank from being able to receive amounts from your IDP at any time. For example, you may choose to exclude a Program Bank at which you maintain balances which, when added to amounts held for your benefit in the Deposit Account might exceed FDIC limits for that Program Bank. This exclusion may be accomplished at the time of your initial deposit into the IDP, or at any other time, by contacting your Relationship Manager. It is your responsibility to monitor your IDP deposits and any other deposits you have with each Program Bank in order for you to determine the extent of insurance coverage available to you. WM179143 015105.011718 Page Soo 13 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078217 CONFIDENTIAL SDNY_GM_00224401 EFTA01380083