EFTA01390391.pdf

11. Possible Conflicts of Interest. Services and recommendations that DBSI provides to Client may differ from the services and recommendations provided to other Clients or by other individuals or groups at DBSI and/or affiliates of Deutsche Bank AG, whether acting as pnncipal or agent DBSI erovithas investment advice. porrhein management and 011OCUO on services for many Clients and, in addition• acts as principal in various markets. Given these different roles, individuals and groups at DBSI and affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may pursue differing or conflicting strategies. Employees of DBSI shall have no obligation to recommend to Client, or inferrn Chem of, strategies being pursued by DBSI or other Clients. Further, (i) DBSI and its affiliates may provide services fore fee tam soktit business from companies whose securities are recommended by DBSI; (ii) O851 and its affiliates may be paid fees by investment companies registered nnriar the In Company Act of 1940 or other investment vehicles, inoluding without limitation, fees for acting as investment advisor, administrator, custodian, and transfer agent; and (iii) DBSI and its affiliates act as brokers. principals, and/or market makers in certain markets and may do so in transactions with Client. DBSI may recommend securities or strategies this are issued, onderwritten, implemented nr adviseditay.OBSI or one or mere of he affiliates. DEISI may receive compensation, in addition to the compensation Client pays DBSI, in the form of Rule 12b-1 fees, distribution lees, finder's fees, fees based upon fund management tees and cash or non-cash payments that are paid by mutual funds (out of fund assets in the case of Role 12b-1 fees) or by the inenegers and other service providers to the funds (not•out of fund assets). DBSI also participates in a program offered by Pershing, under which DBSI shares in revenue received by Pershing from mutual funds offered on the Pershing platform. All of these payments may vary based on sales volume or assets under management and may give DRS! a financial incentheth mcommend certain tends er strategies nod to iecitde those funds in models and programs. In addition, DBSI may receive trail compensation in connection with sales of auction rate securities. 12. Securities Investor Pnrtecitien Corporation tSIPC). OBSI provides SVC eourvage througe Perahirin and/or as a member of SIPC. For additional information on this coverage see www.SlPC.org or call the SIPC public information number 201-371-8300. Client will refer to the Annual Disclosure Statement. at Mth://www.pwm.db.corn/americas/en/ annualdisclosuresteteMenthtml lei additienth intoithation regarding SIPC and excess of SIPC coverage. 13. Tax-Exempt Entities. Charitable remainder trusts, foundations, pension plans and other tax-exempt entities may be deetend to receive unrelated business taxable income (UBTI) as a result of investing in certain securities, borrowing monies under a margin loan, investing in a partnership or limited liability company that generates UBTI or other leverage or loan arrangernerne. Tax-exempt ontities should consult witn their tax adviser before making an investment or entering into such arrangement. If Client's periodic Account Statement indicates that any Securities were forwarded to Client and Client has not received them. Client should notify DBSI immediately. If notification is received within 120 days after the mailing date, as reflected en Client's Account Statement, replacement will be made free of charge. Thereafter, a fee for replacement may apply. DEFINITIONS The following are definitions of certain terms that are used within this Accoont AgreomeM. As required, the singular shaft be plural and the plural shall be singular. 1. 'Account Agreement" means the written agreement entered into between Clientls) and DBSI regarding Client(s). Account(s). The Account Agreement includes the Terms and Conditions. Arbitration, Tax Election/Declaration of Tax Status, and the Appendix to the Account Agreement, as well as any other applicable disclosure documentseelated to Client's Account(s). together with any amendments or supplements to such documents. There may be disclosures, agreements and terms applicable to a particular feature, program, acooui a or service provided as a result of a Client election, modification of er addition to the Account Agreement change in service or otherwise. DBSI will provide to Client such disclosures, agreements end terms, which shall be incorporated into this Account Agreement by reference. From time to time, 0831 may require that Client sign other agreements or del:rummy for certain services cc instructions and such additional agreements ani documents shall become pal of this Account Agreement. 2. "Affiliate(s)' means any entity that is controlled by, controls or is under common control with DBSI. DBSI is a subsidiary of Deutsche Bank AG. Each affiliate is a separate legal entity. 3. "Applicable Law means the consteution, rules. regnlattnns, custome and usages of tne exchange or market, and its clearing house. if any, whore a transaction is executed and applicable federal and state laws and regulations, including but not limited to securities laws and regulations (including the rules and regulations of the Securities and Exchange Commission and the Federal Reserve Board or foreign securities regulator, as applicable), and the rules and regulations of ANRA, or any other self- regulatory agencies or organizations having governing authority to a transaction in en Account in effect from time to time. 'Applicable Law" shall also include the rules of any natinnol securities essociation, registered seventies exchange or of the Options Clearing Corporation or other clearing organization applicable to the trading of option contracts. 4. 'Branch Supervisor means the manager of the branch office at which Client's Account(s) is/are maintained. 5. "Cash Sweep Options" means the program thinugh whit* certein uninvested opt issuance° in eligible Aopourtffs) win bn deposited automatically each day into interest-bearing, FDIC-insured depository accounts through DBSI's IDP or into an available money market mutual fund until Client invests these balances or balances are otherwise needed to satisfy obligations arising :n conrinc titan with Cheat's Accouthisl. The Cash Sweep Options ore deeorlied more fully in the Cash Sweep Options Disclosure Statement, which will be provided to Client under separate cover after the Account is opened. 6. "DBSI Privacy Statement" means the statement of DBSI's policies pertaining to gathering, protecting and maintaining the confidentiality of Client information and, in certain limited situanons, providing Client information outside of DBSI. 7. "Party" or 'Parties" means Clicnt(s) and O851, together with Its affiliates, collectively. 8. "Restricted Securities' means securities of a corpointign et which Client is a director, executive officer: or 15% stockhcider. or otherwise classified as a control person or insider, or securities that are subject to any restrictions on resale (whether by Applicable Law, contract or legend on the security), or are not traded on or through a national securities exchange, automated quotation systech on other nationally recognized published inteidealnr quotation system. 9. "Securities and Other Property' means, but is not limited to. money, securities, financial instruments end commodities of every kind and nature and related contracts and options (whether for present or future delivery). distributions, proceeds, products end accessions of all property owned by the Clothier in which the Client hes an interest. 12-PWM•0573 9 012105.011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094885 CONFIDENTIAL SDNY_GM_00241069 EFTA01390391