EFTA01282593.pdf

Deutsche Bank
Private Wealth Management
Limited Liability Company Account Authorization & Indemnity
Account Number:
The undersigned hereby represents and warrants that he or she is the managing member in a limited liability company known
Southern Financial, LLC
as hereinafter called the "Limited Liability Company" or -LLC," and hereby
(Name of Limned wow Company,
authorizes Deutsche Bank Securities Inc. ( referred to herein as "DBSI") to open a securities account for the Limited Liability Company, to
be known as the Account.
c(Pr--e e Lei
inarnesi
is/are hereby appointed agent(s) and attomey(s).in-fact of the Limited Liability Company (each an "Agent"). Each Agent is
authorized to buy, sell (including short sales) and trade in stocks, bonds and any other securities, listed or unlisted, on margin or
otherwise, in said account in accordance with DBSI's terms and conditions and at the LLC's risk.
DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given
pursuant to authority vested in each Agent by all of the members in the LLC. DBSI is authorized to follow the instructions of said
Agent(s) in every respect concerning said account, and to make delivery of securities and payment of moneys to said Agent(s) or
as said Agent(s) may order and direct and to send said Agent(s) all reports, confirmations and statements relating to said account.
Each Agent is hereby authorized to execute and deliver on behalf of the LLC a Customer Agreement, Stock Loan Agreement
and any other agreements) or document(s) DBSI may require, and to act for the LLC in every respect concerning said account
and to do all other things necessary or incidental to the conduct of said account.
This authorization and indemnity is in addition to, and in no way limits or restricts, any rights which DBSI may have under
any other agreement or agreements with the undersigned, or any of them, now existing or hereafter entered into, and is binding
on the undersigned and their legal representatives, successors and assigns. This authorization and indemnity is also a continuing
one and shall remain in full force and effect and DBSI may continue to rely on this authorization until such time as it receives
written notice of its termination. No such termination shall affect any liability arising out of any transaction initiated prior to such
termination.
The LLC, and each of Its members, agrees (i) to indemnify and hold DBSI harmless from all costs, expenses (including
reasonable attorneys fees) and liability related to or arising from disputes by or among any of the members with respect to
said account and (ii) to pay on demand any debit balance in said account.
Each of the undersigned agrees to advise DBSI in writing if he, she or any partner is, or becomes, an employee or
member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Financial
Industry Regulatory Authority, any broker-dealer, or is, or becomes, a senior officer of any bank, savings and loan institution,
insurance company, registered investment company, registered investment advisory firm or institution that purchases
securities, or is, or becomes, a member of the immediate family of such a person.
This authorization and indemnity shall inure to the benefit of DBSI and its successors in business, irrespective of any change
or changes of any kind in the personnel thereof for any cause whatsoever.
The undersigned has read and agrees to the terms of the a(uthor2i 1i rstiand indemnity
1-D H3
Signature of Managing Date
Jeffrey Epstein
Print Name
Deutsche Bank Securities Inc.. a subskIssry of Deutsche Bank AG, conducts investment banking and securities activities in the U had Sta es.
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09-PVM-0168 OM 25C (C6/11) LLCA
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OPERATING AGREEMENT
OF
SOUTHERN FINANCIAL, LLC
A U.S. Virgin islands Limited Liability Company
THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of
February 26, 2013, by Southern Trust Company, Inc. (hereinafter referred to as "Sole Member"),
with a business address is 6100 Red I look Quarter, B3, St, Thomas, U.S. Virgin Islands 00802, and
which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the
"Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Company Act (the
"Act') upon the following terms and conditions:
SECTION I
ORGANIZATION & FORMATION
A. Eprfflaccun. The Company has been organized as a U.S. Virgin 'elands Limited Liability
Company wider and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act')
by the filing of Articles of Organizaticin ("Articles") with the Office of the Lieutenant Governor. on
February 25, 2013, as required by the Act.
B. $amc. The name of the Company shall be "Southern 'Financial, L '. The Company
upon proper notice and filing with the Office of the Lieutenant Governor of the U.S, Virgin Islands
may conduct its business under one or more assumed names.
C. &poses. The purpose of the Company is to operate any lawfid business or to effectuate
any purpose permitted by the law of the territory of the U.S. Virgin Islands. The Company shall
have all the powers necessary or convenient to affect any purpose for which it is formed, Including
all powers granted by the Act.
D. Duration. The Company shall continuo in existence perpetually, beginning on the date
of filing of the Articles, unless terminated by law or dissolved and terminated.
B. Rwistered Office and Resident Agent and Place of Business. The Registered Office and
Resident Agent of the Company for service of process within the territory shall be: Business Wien
VI, LLC, 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's
principal place of business is 6100 Red Hook Quarter, 83, St. Thomas, U.S. Virgin Islands 00802 or
such other place or places as the Sole Member may hereafter detemine.
SECTION II
CAPITAL STRUCTURE; MEMBERSHIP UNITS AND
CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS
A. Capital Contribution by the Sole Member: Initial issuance. The Sole Member's
ownership rights in the Company shall be reflected in "Membership Units", as recorded in the
Company's records. Upon the formation of the Company, the Sole Member shall make a capital
contribution to the eapltal of. the Company in the amount of cash, or of the property-in-kind, or both,
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set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached
hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so
s ti u m b e s c a r n ib d e i d n a a n n d y c a o m n o tr u ib n u t t t e h d a t f i o t r m . a T y h e d e S s o ir l e e . Member may make additional capital contributions at any
B. Transfer of Menibergilat,s The Sole Member may transfer any or all of its
Membership Units to any person or persons, at any time and from time to dine. Subject to the
provisions of this Section, the Sole Member may assign Its Membership Interest in. the Company in
whole or in part. The assignment of a Membership Interest does not itself entitle the assignee to
i p s a o rt n ic ly ip e a n te t i i t n le d th t e o m re a c n e a iv g e e , m to e n th t e a n e d x t a e f n f t a a ir s s s o ig f n t e h d e , t C h o e m di p s a tr n ib y u o ti r o t n o s b t e h c e o a m ss e i g a n m in e g m S b o e le r. M S e u m c b h e a r s w sig o n u e ld e
otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest
and not a substituted member. An assignee of a membership interest shall be admitted as a
substitute member and shall be entitled to all the rights and powers of tlx: assignor only if all the
members consent. If admitted, the substitute member, has to the extent assigned, all of the rights
and powers, and is subject to all of the restrictions and liabilities of tlx: members.
C. No Interest: No Return of Capital,. Capital contributions to the Company shall not earn
interest, except as otherwise expressly provided for in this Agreement. Except as otherwise
provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a
return of, a capital contribution or any portion thereof
SECTION III
CAPITAL ACCOUNT
A. Capital Account. A capital account ("Capital Account") shall be maintained for the Sole
Member, and any additional member in accordance with the provision of this Article.
1. Increases inflaigUesount The Capital Account of the members shall be
increased by:
(a) The fair market value of the members' initial capital contribution and any
additional capital contributions by the members to the Company. If any property,
other than cash, is contributed to or distributed by the Company, the adjustments to
Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2)(1v)(d), (c),
(0 and (g) and Section 1.704-1(bX4)(0 shall be made.
(b) The members' share of the increase in the tax basis of Company property, if
any, arising out of the recapture of any tax credit.
(c) Allocations to the members ofP rofit
(d) Company income or gain (including income and gain exempt from income
taxation) as provided under this Agreement, or otherwise by Regulation Section
1.704-1(b)(2X iv).
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(e) The amount of Company liabilities that are assumed by the members.
2. Peeivases in Capital Account. The Capital Account of the members shall be
decreased by:
(a) The amount of money distributed to the members by the Company pursuant
to any provision of this Agreement.
(b) The fair market value of property distributed to the members by the
Company (net of liabilities secured by suoh distributed propeny that such members
arc considered to assume or take subject to under Code Section 752).
(c) Allocations to the members of Losses.
(d) Allocations to the members of deductions, expenses, Nonrecourse
Deductions and net losses allocated to It pursuant to this Agreement, and the
members' share of Company expenditures which an; neither deductible nor properly
chargeable to Capital Accounts under Code Section 705(a)(2)(13) or are treated as
such expenditures under Treasury Regulation Section 1.704-1(b)(2Xiv)(i).
"Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation
Section 1.704-2.
(e) The amount of any liabilities of the members that are assumed by the
Company.
SECTION IV
ALLOCATI9NS AND DIS1'RII3UTION$•
A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the
Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be
c c a h r ll e a o d r c g i a t e t r d e e d c to o t o g th n e t i h z S e e o d S l e o o M l r e a e M l m lo e b w m e a b r b ; e le r. fo A r l F l e ite d m er s a l o in f c C o o m m e p t a a n x y p t u a r x p a o b s l e e s i n s c h o a m ll e b , e g a a ll i o n c , a lo te s d s, a d n e d d u cr c e ti d o i n te , d a n o d r
B. Distibutions. Net cash flow shall be distributed in the following priority,
1. First, to the Sole Member in repayment of any advance of funds to the Company
as a lender, to the extent of and in proportion to such advances, including interest thereon, if
any;
2. Additional distributions, if any will be made to the Sole Member, in such
amounts and at such limos as determined by the Sole Member.
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C. DistdbutionmaLinuidation of the Commas+.
I. At the termination of the Company and alter the Company has satisfied or
provided for the satisfaction of all the Company's debts and other obligations, the
Company's assets will be distributed in cash to the Sole Member and any dissociated
members whose interests have not been previously redeemed first, in discharge of their
respective capital interests; and then, in proportion to the Membership Units.
2. If the Company lacks sufficient assets to make the distributions described in the
foregoing paragraph, the Company will make distributions in proportion to the amount of
the respective capital interest of the Sole Member and any dissociated members whose
interests have not been previously redeemed.
SECTION V
MANAGEMENT OF BUSINESS
A. Jn 08110(81. 1110 Company shall be manager-managed. Jeffrey Epstein shall be the
initial manager of the Company. The manager shall manage the business and affairs of the
Company and shall have full and complete authority, power and discretion to do all things
necessary or convenient to manage, control and carry out the business, affairs and properties of
the Company, to make all decisions regarding those matters and to perform any and. all other acts
or activities customary or incident to the management of the Company's business.
13. Voting of Membership Units. A Membership Unit is entitled to be voted only if it is
owned by a member and each such Membership Unit shall be entitled to one vote. Neither an
assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is
admitted as a member.
SECTION VI
EXCULPATION OF LIABILITY: INDEMNIFICATION
A. Exeulpation of Liability. Unless otherwise provided by law or expressly assumed, the
Sole Member shall not he personally liable for the acts, debts or liabilities of the Company.
13. Thclamacteglim
1. Except as otherwise provided in this Section, the Company shall indemnify the
manager of the Company and may indemnify any employee or agent of the Company who
was or is a party or is threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or investigative, and
whether formal or informal, other than an action by or in the right of the Company, by
reason of the fact that such person is or was a member, employee or agent of the Company
against expenses (including attorneys' fres), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with the action,
suit or proceeding, if the person acted in good faith, with the care an ordinarily prudent
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person in a like position would exercise under similar circumstances, and in a manner that
such person reasonably believed to be in the best interests of the Company and with respect
to a criminal action or proceeding, if such person had no reasonable cause to believe such
person's conduct was unlawful.
2. To the extent that any manager, member, employee or agent of the Company has
i b n e e d n e f s e u n c s c e e s o sf f u a l n o y n c th la e i m m , e i r s it s s u o e r o o r t h o e t r h w er i se m i a n tt e d r e f i e n n s th e e o f a c a t n io a n c , t i s o u n i , t s o u r i t p o r r o c p e r e o d c i e n e g d , i n s g u c o h r
f p e e e r s s , o n in s c h u a rr l e l d b e b y in s d u e c m h n p if e ie rs d o a n g i a n i n c s o t n a n c e tu ct a i l o n an w d i r th ea t s h o e n a a b c l t e io e n x , p s e u n it s e o s r , i p n r c o l c u e d e i d n i g n g a t a to n r d n e a y n s y '
action, suit or proceeding brought to enforce the mandatory indemnification provided
herein,
3. Any indemnification permitted under this Section, unless ordered by a court,
shall be made by the Company only as authorized in the specific case upon a
determination that the indemnification is proper under the circumstances because the
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determination and evaluation shall be made by a majority vote of the members who are
not parties or threatened to be made parties to the action, suit or proceeding (except in the
event that there are no members other than the Sole Member, in which event the
determination and evaluation shall be made by the Sole Member, regardless of whether or
not Jeffrey Epstein is a party or threatened to be made a party to the action, suit or
proceeding).
SECTION VII
LIOUMATION
The Company shall be dissolved, and shall terminate and wind up its affairs, upon the
determination of the Sole Member to do so.
SECTION VIII
MISCELLANEOUS PROVISIONS
A, Section Headings The Section headings and numbers contained in this Agreement have
d b e e f e i n n e in , s li e m rt i e t d o o r n d l e y s c a r s i b a e m th a e tt s e c r o o p f e c o on r v in e t n e i n e t n o c f e a a n n y d p f r o o r v r i e s f i e o r n e n o c f e t , h a is n A d g in re 0 e 0 m w en a t y . shall be construed to
Severability. The invalidity or unenformability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
the cons C en . t A o m f t e h n e d S m o e le n t M . e T m hi b s e A r. g N re o e m ch e a n n t g m e a o y r b m e o a d m if e ic n a d ti e o d n o t r o r t e h v i o s k A e g d r e a e t m an e y n t t i s m ha e l , l i b n e w v r a i l t i i d n g u , n w le i s th s
in writing and signed by the Sole Member.
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d th is is tr A ib g u r t D e e e e . m s, B e h n i e n t i d r w s i , n i l s g l u b c E e c f e f b e s i c s n o t d . r i s n S a g u n b u d j p e a o c s n t s i a t g o n n d t s h . s e h a p l r l o in vi u s r i e o n to s t o h f e t b h e is n e A fi g t r o ee f m th e e n p t a r r e t l i a e t s i , n a g n t d o t h tr e a i n r s r f e e s r p a e b c il t i i t v y e ,
l S t a h o w e l r o s e t o M o f , e t E s h m h . e a b f T l e l l e r p , i b r y t e i h t o o e s S u r r y b ] i g j g o e h f l c t a t t s h w a t e o n . U d a . n R o S d e b . g l V g i a g o i r r a v d g t e l i i e o r n s n n s I e s s d o l o a f f n b t d y h th s , e . e a p n S la d o c l c e e o w M ns h e t e m r r u e b e e d th r , a i s a n n A d d g e r a n e n f e o y m r c c e l e n a d t i m m in s a a a y n c h c d o o d r e d i x s a p e n c u c u t e e t e s w d r i e t b l h a y t t i t h n h e g e
Agreem I e N nt o W n I th T e N d E a S y S a nd W y H ea E r R fir E s O t w F r , itt t e h n e ab S o o v le e . Member makes and executes this Operating
WITNESSETH:
By: SOUTHERN TRUST COMPANY;INC., Sole Member
By:
alley E. Epsteitl Presid
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ARTICLES OP ORGANIZATION
Op
SOUTHERN FINANCIAL, LW
1 f l I i o , m 3 l ) t l h o it V e w e i d u r in g n l g i i d a n e A b r [ r i s s l t i i i t g t c a y l n n e c e d s o d s o m n C f p a O o a t d u r n g e r y a a ( l n u " p i n U z e d a n r e t s i i r f o o o n n th r m f o e o f r U t L s h n i u e m i c f a o h it g r e m e d o L L f i i m ab it i e i il a i d t b y L i l C i i a t y y o b e m c i a l o i p t s m y a o n p C r y a o m n m A y o : p c r a e t" n , ) a y , c d A t o i c n t g h , e C a r s h e o a b r p y g t e a a r n d 1 iz o 5 e p , r t T o i t t h f l e e a
ARTICLE ONE
NAM, ADDRESS AND PKINCIPAL. QUIZ
Name and Address
1. p " T C h h y o e s m n ic a p a m a l a n e d y a d " n ) r , e d 9 s a 1 s d 0 a d 0 n r e P d s o m s r t o a o f il i f t n h S g e a a l l i e d m d M i r t e e a s d i s l , l o i S a f u b t i h i t l e e it y C E o L co m S m p t. p a T a n n h y y o a m s re h a a s th , ll e U b s e S a S m . o V e u . i t r h g e in rn I s F l i a n n a d n s c i 0 a 0 l, 8 L 0 L 2 C . T (t h h e e
Principal Office
....
2. C s T h o h a m e l l p p b r a e i n n y c th . i p e a a l d o d ff r i e c s e s a s n ta d t p ed e r i m n a P n a e r n a t g a r d a d p r h e 1 ss o lc f :- th t e h s e e t A ra r n ti s c a le c s ti o a n s o th f e b u p s h in y y ,e s . t .n i t , c s a o l Z r a i : h ; i d e r e e , A b . s r n a p a t n he y
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Resident Agent and Office
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3. 1 T 5 h , e S m t. T a h ili r n o g ne a s d , d U re .S s . s V o i f r g th in e I C sl o a m nd p s a n 00 y 8 's 0 i 2 n . itial designated office is 9100 Porttif SAYS, Mtgi, Suite
S T u h i e te p 1 h 5 y , s S i L c a T l h a o d m dr a e s s , s U o S f . V th i e r g C in o m Isl p a a n n d y s ' s 0 0 in 8 i 0 ti 1 a : designated office it; 9100 Port of Sale Mall,
The name of its initial resident agent at such atitin.w is Business Basics VI,
i T d h e e n t b ic u a s l i . n ess address of the resident agent and the address of the designated office are
ARTICLE TWO
PURPOSE
C T w h o h e m ic p p h u a r a n p y o l i s A m e c i f t t o e a r d n w d l i h a th i b c e h i l o i t t t h y h e e c r C o l o a m m w p s p a a o n n f y y th m i e s a U o y r S g b a . e V n i i o z r r g e g d in a i n s is i z t l o a e n d e d n u s g . n a g d e e r in t h a e n y U a n n i d fo a r l m l la L w im fu i l t e b d us L in i e a s b s i l f i o ty r
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o p C T t u h o h r e m e p r o f p w o s a i r e n s e s e y g s , o p h i e a n a r n l g m l d p i n t a i t o r t e t a d i g b s b r e a y h p h e l h e a a l w t s d h h . y a t o ll e l x b i p m e r i c e t o s o s n l r s y t r r e u p s e r t o d r v i c a i t d s e i e n d n a u t n m h y a e t r m a t t a h i n n e n g f e o b r r o t e t h g h e o o i p n b u j g e r c p n t o s u s m a e n s e d r o a f p t i u o th r n p i s o o s C f e o s s m p o e f p c a t i h n fi i y c s
ARTICLE THREE
MIRA' ON ANP CONTJNUITY
d T i h s e so p l e v r e i o th d e o C f o d m ur p a a ti n o y n b o y f h th is is o C r o h m er p i a n n d y e p sh e a n l d l e b n e t p a e c r t p o e f t a u n a y l. k N in o d m . ember shall have the power to
ARTICLE FOUR
ORGANIZER
ru
The name and address of the organizer of this Company is: 0 C )
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Greg J. Ferguson ' M Th a o il m in a g s, U Ad S d . r V e i s r s g : i n 9 I 1 s 0 l 0 a n P d o s r 0 t 0 8 o 0 f 2 S ale - et t a ) r t r n i a t tite: : 6 7 c- . 4 ) 4 j r2 2 St.
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ARTICLE RIVE to
MANAGEMIM
S E T a p h l s e e t e M C i o n a m . l l T , p S h a e u n i p y te h s y 1 h s 5 a i , c l S l a t b l . e a T n m h d o a m m na a a g s il , e i U n r- g m S a . a d V n d a i r r g g e e s in d s . o I T s f l h a th e n e d i n i s n i 0 t i i 0 t a i 8 l a 0 l m 2 m . a n an ag ag er e r o o f f t h th e e C C o o m m p p a a n n y y s i h s a 9 ll 1 0 b 0 e P Je o f r f t r e o y f
ARTICLE SIX
(Anal
D Th o e ll a C r o s m (U p S a $ n 1 y , 0 s 0 h 0 a . l 0 l 0 b ). e gin business with capital in the amount of One Thousand United States
ARTICLE SEVEN
/IMITATION OP LIABILITY
a t C t a o d N h h c n f a o e t e o a m m o a b l a r m c m e a p w t n g o a a a e e m o , n n n f s ( r y a a i i I f t s g l g o o o i s r ) e e m r i e r r r o a s a a i n f u s o n n t o s r l f f r t a i a o a e o n t ( c c r d h I n s t t ) e , w a f o o a c r n h r r C o t b o i i o a m o c o r t m e n h m n i a a n i o f t c p n s h r m h s a o g e a i n m i o o o c s l y f n o i t s a i w a d i s o o t b h h n m h n i f a a l a i i t l c i a t i t a l n t y h n i h k n a b s o a , e v u g e f n t o m c e h a l l w h r i v a a ' a m s e t m i n b t s d a h c a l a e u g o i n i n n n t e n a t a y t r o s g t t g a t h o r e i e t e t t e r f t h r u c i l i ' s o e t e s o s c e n i y c o v s e C a a a x p e l o a p l d p e t m m a y r b a o c e i p r t n f i s s o e t a c s y t a i n o l h t m c y a h y n e h s e p d p m o r u o r A C o r o c f a m o p v t n i d m t e i o e a s d u r m r g p e t m b e a a y d b e r n e k e ' n o f s y m r n o e f , p o f o r b e a i o r w t e b x , s i r y m c i i w t s t n s e i a a p g o h f m n n o t n e v a e r f t , a i h o g m o o p m r e e l r p b r r a l o l ( i e t i o a i t n i r c v o o b r s e a ) n , i n t b l t a ( a i h o l o 1 t r n e y e 0 t f y
2
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U m a st u n a a t i t n h f u a o o t g r e r m i e , z r e I L o f a i f c m t h t t i h i e o t e e n U d C f n L u o i r i f m a t o h b r p e m i a l r i n t e L y y l i i C s m m h o i i a m t n e l a l d p t b a i L n n e g i y a e o b l A i r i m l c l i i t t i m y o n a r C i t t o i o e n t m d h g e p o t r a h r a r e r l p i y l m p i a A l i i b t c c e i a l t d i b t o y l t r e o o o l f a t t h w m h e e , a r f a n u a s a l p s g le p o e s l r a i t s c m e , a x t b e h t l n e e e d n n l e t a t d h p w . e e r i l m i s a a i b t m i t l e i e d ty n b d o y e f d a 0 n w t y o
a A ff n e y c t r a e n p y ea r l i g o h r t o m r o p d r i o fi t c e a c t t i i o o n n o o f f a t n h y e m fo a r n e a g g o e in r g e x p is a t r i a n g g r a a t p t h h e b y ti m th e e o f m s e u m ch b e re rs p e s a h l a o ll r m no o t d a if d i v ca e t r i s o e n ly .
ARTICLE EIGHT
MANN,) R~ LABILITY
S N e o c t m io e n m 13 b 0 e 3 r , o S f u t b h s e e C ct o io m n p ( a c n ) y o f s h th a e l l U b n e i l f i o a r b m le L fo im r t it h e e d d L e i b a t b s i l a it n y d C o o b m lig p a a t n io y n A s c o t f . the Company under
ARTICLE NINE
SEVEMPILITY
e u I to x f n e a d b c n e e u y r t s e v p i d o g h i n r t d h a e s e d o e b r , O a c i l r l l a g l a e n a u g c n s a e e i l z , o , e s f t e r h t n h o e t n f e e s n t i e h c t A e e s , r h C p t a i a o c l r l m l a e n g s p o r a w a t n i p y i t m h h d , o p o o u a r e t i s r s p u r h o o c e r h v r a i e v s f b i f o o y e i n c d d t o o e t f r c h t l i e h a ll r e e b e s g a e a t l h a l A n a p r c t r t o e i h c v e l o i e s f w s ec t h t o h o a f e u s g a . l g v e ft . p A ) b i r a n t i i 6 z c .) a le s t i a t g o , n n a e n i d s d h a e t n h l d d e
r\> to 1•^
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3
SDNY GM 00038136
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C IN om W p I a T ny N t I h n is W 25 H th E R da E y O o F f , F th e e b r u u n a d r e y r , s 2 i 0 g 1 n 3 e . d person has hereunto sot his hand as Organizer of the
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IN THE TERRITORY OF THE uNrriin STATES VIRGIN ISLANDS -177
UNITED STATISM AMERICA )1,}
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a B p E p F e O a R re E d G M r E e , g t J h . e F e u rg n u d s e o rs n i , g w ne h d o , a b u e t i h n o g r i b ty y , m o e n fi t r h s i t s d 2 u 5 ly th s w d o a r y n , o d f ec F l e a b re n d ia t t h T a t Ara Er t n a wny
c w o h n o ta s in ig e n d e i d n t t h h e e s f e o r A e r g t o ic in le g s d of o O cu r m ga e n n i t z a at s i o th n e a O re r g tr a u n e i . z er of the Company andaha I t n it n 4 i e s state !A m r e s n o t n s
r.
(C)
-L7: tnr'' • 'CI 'A CS X.' • 4
Notary Public in akd for the Telfitory of the United
States Virgin Islands
My commission expires:
Brett A. Geary
Natty 114/blw NM24.11
St. Mores/ SI.I OC 05,0
MyCom...Wan (*net Oporthei 21, 3015
SDNY_GM_00038137
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FORM•RACA12
Ti if IlifOrOPAro NM(ff
OFFICE OF THE LIEUTENANT GOVERNOR kei •
DIVISION OF CORPORATIONS AND TRADEMARKS ETI kli>1
bpi:Sit/IN)
RESIDENT AGENT FORM
CONSENT OF AGENT FOR SERVICE OF PROCESS
This writing witrimselh that I, the undersigned Bus:•.::!ss Basics VI, LLC
having been designated by Southern Financf LLC
as resident agent of said company, upon WPM' service of process may be made In ail suits
casing against said company In the Courts of the iinitod Stales V4gin islands, do hereby consent
to act as such agent and that service of process rz;cy be made upon me In accordance with
lige 13, VirgIn Islands Code.
IN WITNESS WHEREOF, I hove hereunto set my signature
this
25 tl
day of
chattily 2013
M I A M C O c O I o $ l W o A A I r A O U ra N W M IX C A . o S f I I u f f O A t P I l ) l D Y * O ( O S o I f I l O l H N A IO O n r V A M O N I I . S O V A a O N f D lf 4 0 C M A O N I M T IA % E W T M S . O M O O r a M N l F M I U R Il U If t f I H l I a O r o W S rO U W O B M S S O J V s M I /O O e R lt N M O O IN t tA t I t A r i A O t t O S f . u ft I r S I s M U 0 O 7 I A S M I I O L A L S N I I f A I l V l I r I . M . y O r I O N n t I f S A o C l l o lO C O r o l M O siO r M R O O E M G N I I S O I t P ia AI(OO. triellaNt AA
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340.779,2564 c"a ii->
DAYTIME CONTACT HUMBER --i I"., I,'
MAILING ADDRESS 9100 Pori of Sale Mall, Ste 15, St. Thomas, 400802
PHYSICAL. ADDRESS 9100 Port of Sale Mall, Ste 15, St. Thomas, VI 00802
EMAIL ADDRESS
bgeaty@ltlfklaw.com
NOTARY ACKNOWLOCEMEN.1
Subscribe t• d -• and sworn to berere me lit rjt sf...... 'cloy a: . at
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SDNY_GM 00038138
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000962
EFTA 00148747
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ifiSiteiMalrifilltaltallealtZttigaSIMIESSIMMODEASSMINTRINSCIMIESIOMMVIMMOMMIMINIARTSAV
Corp No. 583164
GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
— 0
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
CERTIFICATE OF EXISTENCE
@Le au tro W1jom irtjesse
ilressento &ball cornet_)
L GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certify thar
am, by virtue of the laws of the Virgin Islands, the custodian of the corporate records and the proper
officer to execute this certificate.
I further certify that the records of this office disclose that
SOUTHERN FINANCIAL, LLC
Limited Liability Company
was duly registered to conduct business in the Territory on February 25, 2013 and has a legal
ex WORM as a Limited Liability Company so far as the records of this office show.
Witness my hand and the seal of the Govenunent of the
Virgin Islands of the United States, at Charlotte Amalie, St.
Thomas, this 27th day of February, 2013.
•
t JOKY R. FRANCIS
Lieutenant Governor of the Virgin Islands
SDNY_Ght00038139
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GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
-O-
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
OFFICE OF THE LIEUTENANT GOVERNOR
CERTIFICATE OF EXISTENCE
To Whom These Presents Shall Come:
I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands, do hereby
certify:
That SOUTHERN FINANCIAL LLC filed Ankles of Organization with the Office
of the Lieutenant Governor on February 25. 2013 and the Company is duly organized under
the laws of the United States Virgin Islands;
That the duration oft his Limited Liability Company is perpetual;
That the company has paid all applicable fees to date; and
That Articles of Termination have not been filed by the company.
In Witness Whereof, I have hereunto set my hand and
affix the seal of the Government of the United States
Virgin Islands, at Charlotte Amalie, this 25th day of
June, A.D. 2013.
CZP)
GREHHRY R. FRANCIS
Lieutenant Governor of the Virgin Islands
SDNY_GM_000381 0
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SDNY_GM_00038142
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Deutsche Asset
& Wealth Management
Account Agreement
Southern Financial LLC
Jenks)
Address
8100 Red Hook Quarter B3
St Thomas 00802
city
State Yip Code
Account rule (Complete if different from the Client above) Acco
IMPORTANT: PLEASE SIGN AND RETURN THIS ACCOUNT AGREEMENT
This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein
as "DBSI*). It includes the terms and conditions and is the contract that controls each brokerage account in which Client
has an interest (each an "Account"). 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 should not sign this Account Agreement. Client's signature confirms that Client has read and agrees to
the terms of this Account Agreement and the Appendix annexed hereto.
I. CLIENT REPRESENTATIONS
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 natural person, 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;
e. Client agrees to notify us in writing if: (a) Client is or becomes an employee, member or immediate family
member of any securities 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, (b) Client is or becomes a senior
officer or immediate family member of such a person of any bank, savings and loan institution, insurance
company, investment company, investment 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
consent has been provided to DBSI.
Client will promptly notify DBSI in writing if any of the above circumstances change.
II. TERMS AND CONDITIONS THAT APPLY TO CLIENT'S ACCOUNT(S)
The following terms and conditions govern Client's Account(s):
1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the 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 Agreement shall not be deemed a waiver of such right or any other
right granted hereunder. DBSI retains the right to delegate to its agent, including its clearing agent. Pershing LLC
(Pershing), one or more of DBSI's rights or obligations under this Agreement without notice to Client.
2. Cash Account. DBSI will classify each Account as a cash brokerage account. DBSI must separately approve the
opening of a margin account (Margin 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 Regulations. All transactions in Accounts) shall be conducted in accordance with and subject to
Applicable Law.
'MAO/M.019e
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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 without prior notice to Client, if OBSI does not receive payment by settlement date. Alternatively, upon
Client's failure to pay for purchased and settled securities, DBSI has the right to sell Securities and Other Property
held in any of Client's Account(s), and charge to Client any loss resulting therefrom.
6. Salo of Securities. Client agrees that in a cash account: (a) Client will not sell any Security before it is paid for, ())
Client will own each security sold at the time of sale, (c) unless such security is already held in the Account, Client
will promptly deliver such security thereto on or before settlement date, (d) Client will promptly make full cash
payment of any amount which may become due in order to meet necessary requests for additional 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 Short Sales in a margin account and designate these sales as 'short." All other sales will be
designated as 'long" and will be deemed to be owned by Client. In the event that DBSI enters an order to sell
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 make delivery by settlement date, DBSI has the right to purchase or borrow any Securities
and Other Property necessary to make the required delivery. Client agrees to compensate DBSI for any loss or cost,
including Interest, commission or fees sustained as a result of the 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.com/americas/en/annualdisclosurestatementhtml for additional information on interest charges.
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. Client will not buy, sell or pledge any Restricted Securities without DBSI's prior written
approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933,
Client must identify the status of the securities and furnish DBSI with the necessary documents (including opinions
of legal counsel, if requested) to obtain approval to transfer and register these securities. DBSI will not be liable for
any delays in the processing of these securities or for any losses caused by these delays. DBSI has the right to
decline to accept an order for these securities until the transfer and registration of such securities has been approved.
9. Order Placement and Cancellation/Modification Requests. When Client verbally places a trade with a Client
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 and 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 tricots) Client may have received had the orders not been aggregated. Client understands that this practice may
also result in orders being only partially completed.
11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to
DBSI and will bear the risk of loss arising from the method of transmission used in the event of transmission errors,
misunderstandings, impersonations, transmission by unauthorized persons, forgery or intercepts. Except in the case
of gross negligence, Client agrees to release and indemnify DBSI, its affiliates, employees and directors from any
and all liability arising from the execution of transactions based on such instructions.
12. Role of Certain Third Parties. DBSI engages a third-party clearing agent, Pershing. Client understands that Pershing
is the custodian of Client's assets, clears and settles all transactions, and extends 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 Securities and Other Property on margin or otherwise, and (ii) any other
instructions concerning Accounffs). Client further 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 any kind. Pershing shall not be responsible or liable to Client for any acts or omissions of DBSI or its
employees. Pershing does not provide investment advice. 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, its affiliates and its officers,
directors and agents liable for any trading losses that Client incurs.
13. Liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other
Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interest (hold
individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as
'Collateral") in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or
Pershing (collectively, all such obligations are referred to herein as the "Obligations"). Clients who are joint
accounthoklers (Joint Accountholders) acknowledge and agree that pursuant to the lien to DBSI and Affiliates, 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 Pershing (whether individually, jointly or otherwise) and shall secure any
and all Obligations of each Joint Accountholder to DBSI and its Affiliates or Pershing. With respect to the lien
granted to DBSI and its Affiliates, DBSI (or Pershing, at DBSI's instruction) may, at any time and without prior notice,
sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to
satisfy any Obligations. In enforcing this lien, ()BSI shall have the discretion to determine what and how much
Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed
to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(c)(1)
(B) of the Internal Revenue Code of 1986, as amended, Of Section 406(e)(i)(8) of the Employee Retirement Income
Security Act of 1974, as amended. Securities and Other Property held in Client's retirement accounts) maintained 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 to satisfy Client's indebtedness or other obligations related to Client's retirement account(s).
13-AWM-0196
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14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness,
including any interest and commission charges and to pay the 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 to each other or any third party any rights or obligations Client granted under this
Account 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 understands that DBSI charges an Annual Account Fee for certain accounts and may charge service
fees, processing fees andror other fees or commissions, for the transactions and other services provided, more fully
described in the Annual Disclosure Statement, at hftp://www.pwm.db.comiamericas/enrannualdisclosurestatement.
html. Client understands that these fees will be charged to Account(s) and authorizes DBSI to deduct such fees from
Client's Account(s).
18. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject
to the risk of partial or total loss due to market fluctuations or the insolvency of the Issuer(s). The assets in Client's
Account (including all related cash balances and shares of any Mutual Fund) are not deposits or other obligations of
DBSI, Deutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG,
Administrator. Bank or any other bank, and are not insured by the Federal Deposit Insurance Corporation (FDIC).
Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies are held in a depository
account at a participating bank as described in the IDP Terms and Conditions. Client may from time to time be
offered investment products for which DBSI or Deutsche Bank AG is an obligor. These products may be complex,
may not provide for the return 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 insurance, unless otherwise disclosed in the written offering
documents for such products.
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 Options may be limited to money market mutual funds or
deposit products that are unaffiliated with DBSI if Client's Account is an individual retirement account or an ERISA
account. or if DBSI is acting as Client's investment adviser. Client understands that any funds Client has on deposit
with the banks participating in IDP will be allocated among such banks in a manner described in the 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 providers (as set forth herein) and DBSI Affiliates such credit-related and business 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 each of their Privacy Policies shortly after execution by Client of this Agreement. Client
may request a copy of Client's credit report, and upon request, DBSI will identify the name and address of the
consumer reporting agency that furnished it.
19. Confirmations, Statements and Other Communications. Client agrees to notify DBSI in writing, within ten (10) 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, Client agrees that all transactions in Client's Account(s) will be final and
binding. Client understands objections must be directed to the Branch Supervisor 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. Client consents to DEO recording any or all telephone calls with Client.
21. Joint Accounts.
a. Unless Clients specify 'tenants in common" or "community property," Clients authorize D851 to designate a pint
account as "joint tenants with right of survivorship," or as "tenants by the entireties" if Clients are married end
reside in a state that recognizes said designation for personal property. Clients agree that joint accounts will be
carried by DBSI on Pershing's books in the form reflected by the Account name appearing on the account
statement. In the event that the Account is a joint tenancy with right of survivorship or a tenancy by the
entireties, 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 treatment of the Account as provided herein.
b. Clients agree that each party to the joint account shall have authority to deal with DBSI as if each were the sole
Account owner, all without notice to the other Account owner( s). Clients agree that notice to any Account owner
shall be deemed to be notice to all account owners. Each Account owner shall be jointly and severally liable for
this Account. DB51 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 deliveries and/or payments shall be made to one owner
personally and not to all of the Account owners. DBSI 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 Account owner. Notwithstanding the
foregoing, DBSI may require Joint action by all account owners with respect to any matter concerning the
account, including the giving or cancellation of orders end 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 such instructions, (b) require written or verbal authorization of both, all or any owner before acting on
the instructions from any 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 to let the court decide the dispute.
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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 for its protection against any tax, liability, penalty or loss
under any present or future laws or otherwise. Any cost resulting from the death of any owner, or through the
exercise by any decedent'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 estate of the decedent and each survivor (including other Account owners) shall continue
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' instructions.
21 Non-disclosure of Confidential and Material, Non-public Information. During the course of business, employees of
DBSI may come into possession of confidential and material non-public information. Under Applicable Law, such
employees are prohibited from improperly disclosing or using such information for their personal benefit or for the
benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that
under Applicable Law, DBSI employees are prohibited from communicating such information to Client and that
DBSI shall have no responsibility or liability to Client for failing to disclose such information.
23. Third Patty Authorization; No Agency. Client agrees that if Client authorizes third party(les) (including, without
limitation, any investment advisor or money manager) to act on Client's Account, such third partyties) shall be
bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed
to in writing by DBSI, third party(ies) authorized by Client to act for Client, whether or not referred to Client by DBSI,
is/are not, and shall not be deemed agents of DB51 and DBSI shall have no responsibility or liability to Client for any
acts or omissions of such third party, or any officers, employees or agents thereof.
24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing. provide
any legal, tax or accounting advice, (b) neither DB51 nor Pershing employees are authorized 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 Account(s). In making legal, tax or accounting decisions with respect to
transactions in or for Client's Account(s) or any other matter. 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
DBSI or under Applicable Law, DBSI shall not be liable for any loss to Client except in the case 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 beyond DBSI's control. DBSI shall not be liable for any damages caused by equipment failure,
communications line failure, unauthorized access, theft, systems failure and other occurrences beyond DBSI's control.
26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Client Advisor or Branch
Supervisor assigned to Client's Account(s) for questions or assistance on any matter relating to these Account(s).
Client must direct all formal complaints against 0BS1 or any of its employees to Deutsche Bank Securities Inc.,
Compliance Department - Client Inquiries, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330. New York, NY
10005-2836 or Client may call (212) 260-1085.
27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI
concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict
herewith. The Terms and Conditions of this Account Agreement shall apply to each and every account and,
collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and supersedes any
prior Account Agreement 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 DBSI 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 Conditions of this Account Agreement at any time and for any reason
by sending written notice of such termination or amendment to Client. Any such termination or amendment shall be
effective as of the date that 0851 establishes. Client cannot waive, alter, modify or amend this Account Agreement
unless agreed in writing and signed by DBSI. No failure or delay on the part of 0851 to exercise any right or power
hereunder or to insist at any time upon strict compliance with any term contained in this Account Agreement, shall
operate as a waiver of that right or power or term.
29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall
be construed, and the rights of the parties determined, in accordance with the laws of the State of New York and
the United States, as amended, without giving effect to the 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
provision of this Account Agreement.
31. Assignment Separability, Survivability. This Account Agreement shall be binding upon Client's heirs, executors,
administrators, personal representatives and permitted assigns. It shall inure to the benefit of DBSI's successors and
assigns, or any successor clearing broker, to whom DBSI 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 any other non-
affiliate entity upon written notice to Client. If any provision or condition of this Account Agreement shall be held to
be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body.
such invalidity or unentorceability shall attach only to such provision or condition. The validity of the remaining
provisions and conditions shall not be affected thereby and this Account Agreement shell be carried out as 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
limitation of liability (Section 11.25) will survive the termination of this Account Agreement.
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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. All parties to this Account 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 rules of the arbitration forum in which 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 reason(s) for their award, unless, in an eligible case, a joint request for
an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled
hearing date;
e. The panel of arbitrators will typically Include a minority of arbitrators who were or are affiliated with the
securities industry;
f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a
claim that is ineligible for arbitration may be brought in court; and
g. The rules of the arbitration forum in which the claim Is filed, and any amendments thereto, shall be incorporated
into this Account Agreement.
2. Subject to the preceding disclosure. Client agrees to arbitrate any controversies or disputes that may 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, the 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
this Account Agreement shall be determined only before an arbitration panel set up by FINRA in accordance 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 elect in the first instance whether arbitration shall be by FINRA or a
specific national securities exchange of which DBSI is a member, but failure to make such election by registered
letter to Deutsche Bank Securities Inc., Compliance Department - Attention: Director of Compliance, 60 Wall Street.
23rd Floor, Mall Stop NYC60-2330, New York, NY 10005-2836 within five days after receipt of a written request
from 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 be entered in any court, state or federal, having jurisdiction. Any
arbitration under this Account Agreement will be conducted pursuant to the Federal Arbitration Act and the laws of
the State of New York.
3. Neither DBSI, Pershing nor Client(s) waive any right 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 in court a putative class action or who is a member of a putative 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 (e) the Client is excluded from the class by the court. Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement
except to the extent stated herein.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IV. TAX ELECTION/DECLARATION OF TAX STATUS
This Account Agreement is designed for use by both U.S. Persons and Non.U.S. Persons. Please check the box next to the applicable Item below.
Client certifies that Client will notify DBSI In writing Immediately If the representation certified to below ceases to be true and correct.
1.O U.S. Citizen or U.S. Resident Mien
Fenn W9 __Request for Taxpayer Identification Number and Certification
&setts cr)N;t4iel V\ X- won_v,('
Name (as shown on your Interne tax return)
Business nemeklesreperded entity name, it different from above
Check appropriate box for federal tax classification (required):
p DC P p p
Individual/sole proprietor Corporation s Corporation Partnership q Truatfestets Exempt payee
a
p
S limited liability company. Enter the tax classification (Ca C corporation, 5.5 corporation. Pepartnerahlp) ► ..
Other b
Address (number, street, and apt. or suite no.)
City, State. and ZIP code
Taxpayer Identification Number (TIN)
Social Security Number
Enter your TIN in the appropriate box. TN TIN provided must match the non)s given on the 'Name* line CM
to avoid backup withholding. For individuals, this is your social security number (SSN). For other
entities. it is your employer identification number (EIN). marattinn Number
Certification
Under penalties of perjury. I certify that:
1. The number shown on this Ions Is my correct taxpayer identification number (or I am wafting for a number to be issued to mo). and
2. I am not subfeCt to backup withholding because: (el I am exempt from backup withholding. or (bi i have not boon notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding/Ise result of a failure to report all interest or divilmds, or (el 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 in the instructions).
Certification Instructions. You must-cMis oY2 cm 2 above if you have been Robbed by the IRS that you are currently subject to backup withholding
because you have failed to report all Interest dividends on your
Sign Signature of
Here U.S. person b Clete
2.0 Non-U.S. Person
I am not a U.S. person (Including a U.S. resident allen). I am submitting the applicable Form W8 with this fonn to certify my foreign status end, If apprestbbe,
claim tax treaty benefits.
For example: Client Is not a U.S. person (including a U.S. resident alien). Client agrees to provide DBSI with this application the applicable internal Revenue
Service (IRS) Form W-8 to certify the client's foreign status. W-8 forms end Instructions are available on the IRS wahine at swowirs.gov.
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BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: (1) CLIENT HAS RECEIVED, READ AND AGREES TO THE TERMS AND CONDITIONS OF THIS
ACCOUNT AGREEMENT. INCLUDING THE APPENDIX WHICH CONTAINS IMPORTANT INFORMATION: AND (2) THE INFORMATION CONTAINED IN THIS
ACCOUNT APPLICATION IS ACCURATE.
CLIENT ACKNOWLEDGES THAT THIS ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTION 111, PAGE 5, AND CLIENT
AGREES TO TERMS CALL ACCOUNT AGREEMENT SIGNATORIES MUST INITIAL).
INITIAL HERE
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CUENTS CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AVOID BACKUP WITHHOLDING. AND, IF APPLICABLE. THE CERTIFICATION REQUIRED TO ESTABLISH CLIENT'S STATUS AS A NON-U.S.
PERSON AND OBTAIN A REDUCED RATE OF WITHHOLDING.
Important Information for ER ISA employes benefit plan ciente: U.S. Department of Labor regulations require DBSI to disclose to a responsible plan fiduciary
certain information In connection with the services that DBSI provides to a plan, to assist the fiduciary In evaluating the reasonableness of DEISI's services and
related compensation. The disclosure Is available online, at http/Mvewpwm.db.comiernericasfeiVerisa_disdosure_pcs.html. By signing below, you acknowledge
that you are a fiduciary responsible for the procurement of DRSI's services to the plan, you have read the disclosure and you understand the disclosure.
Individual or joint account BF THIS ISA JOINT ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN):
CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES
Client acknowledges having sole responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable in any relevant jurisdictions that
may arise in connection with assets, income or transactions In Client's accountls) and business relationship with DBSI.
CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY 7HE ENTIRETIES.
CLIENTS SPECIFY INSTEAD:
O
Tenants in common; or
El Community P (for ma couples in coda atach spouse retains be% interest in the community property upon death of the first spouse).
--- 7- aq-
Signature Date
f-e
Print Name TecTu -, 1 INS) sLei ..Savy----------- -/ SSN/EIN
Signature Data
Print Name SSN/EIN
Signature Date
Print Name SSNIEIN
Corporation, partnership, tele or orbs' *MAW
CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES
Client acknowledges having sole responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to m any relevant jurisdictions
that may arise In connection with assets. income or transactions in Client's accoun(s) and business relationship with DBSI. Furthermore. Client confirms that the
necessary Intonation Ito the best of Client's knowledge and capabilities) is made available no less than annually to the relevant beneficial owner(s). settloris).
bent& ciary(ies). partneri:1. etc. to enable such personisi to fulfill any respective tax obligations that may arise for such personI si in connection with Client's
business relationship with CGS'.
Southern Financial LLC
Name of Entity Employer
Date — (
Signature of Officer. Partner. Trustee. Authorized Party
Epstein
Print Name/Title JelfreT
Signature of Officer. Partner, Trustee. Authorized Party Date
Print Name/Title
Signature of Officer, Partner. Trustee. Authorized Party Date
Print Name/Title
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APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS
IMPORTANT: PLEASE READ THIS APPENDIX
DISCLOSURES
1. Confirmations. Confirmations of transactions, as well as other communications will be sent to the address Client
has provided, or to such other address as Client may hereafter give to DBSI in writing, and all communications so
sent, whether by mail, private carrier, facsimile, messenger, electronically or otherwise, shall be deemed delivered
to Client when sent, whether actually received or not.
2. Consent to Loan or Pledge of Securities and other Property. Within the limitations imposed by Applicable Law, all
Securities and Other Property now or hereafter held, carried or maintained by or in the possession of DBSI that
have not been fully paid for may be lent to 0651, to Pershing or to others, and may be pledged. repledged,
hypothecated or rehypothecated without notice to Client, either separately or in common with other Securities and
Other Property of DBSI's other Clients for any amount due in any account with DBSI 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 Property. Client understands that while securities held for Client's
Accounts) are loaned out. Client will lose voting rights attendant to such securities. For additional terms that apply
to margin accounts only, see the Margin Addendum. Neither Pershing. nor DBSI, will lend or pledge fully paid for
securities without Client's written permission.
3. Corrected and Late Trade Reports. DBSI may receive late and/or erroneous trade reports from 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. Effect of Attachment or Sequestration of Accounts. ()BSI shall not be liable for refusing to obey any orders given
by or for Client with respect to any Account which is or has been subject 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 sequestration.
5. Foreign Securities. With respect to debt or equity securities of foreign issuers or debt or deposit instruments of
foreign banks ("Foreign Securities"), Client acknowledges and understands that: (a) Foreign Securities are, in most
cases, not registered with the Securities and Exchange Commission or listed on any U.S. securities exchange, (b)
Foreign Securities, particularly 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 Foreign Securities prior to the maturity thereof or to determine the market price thereof for valuation
purposes, (c) Foreign Securities, and the issuer, guarantors or other obligors with respect thereto ("Foreign Issuers/
Obligors") are subject to a variety of risks in addition to those typically faced in the case of U.S. securities and
issuers, including, among other things, currency risk, exchange controls, confiscatory taxation, withholding,
limitations on the rights of security holders, civil unrest, hyperinflation, discriminatory treatment of foreign
investors, etc., (d) there is often lass information available regarding Foreign Issuers/Obligors, and such information
may be more difficult to interpret, than is the case with U.S. issuers whose securities are subject to the periodic
reporting requirements under U.S. securities laws, (e) there may be no effective means to determine if a Foreign
Issuer/Obligor is in default of its obligations in respect of its debt securities or other financial obligations land Client
specifically acknowledges that Foreign Securities which Client purchases may be in default at the time of
purchase), (f) Foreign Securities in question may be unrated, and (9) such Foreign Securities are not suitable for all
investors. Client authorizes DBSI to purchase Foreign Securities (and, in the case of Foreign Securities
denominated in foreign currencies, the relevant foreign currencies) from or sell Foreign Securities (and foreign
exchange) to an Affiliate of DBSI. In dealing with such Affiliates, such Affiliates may take and retain their normal
commissions, spreads or other fees without regard to DBSI's relationship with Client.
8. Freeriding Prohibited (Not Applicable to Margin Accounts). Paying for the purchase of securities in a cash account
with the proceeds of their subsequent sale, known as freedding, violates Regulation T of the Federal Reserve
Board, is prohibited and may, among other things, result in Client's Account being restricted or closed.
7. Impartial Lottery Allocation System. When DBSI holds Securities and Other Property 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 Other Property.
8. Non-Investment Adviser Capacity. Unless OBSI agrees otherwise 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).
9. Non-United States Resident Additional Disclosure and Understanding. This disclosure applies to non-United
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. 0851 accounts, products and services may not have been registered, reviewed or
approved by any governmental, banking or securities regulator in Client's country of residence or domicile. Not all
of DBSI accounts, products, services or investments 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
outside Client's country of residence or domicile, including reporting and filing requirements and laws, rules 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 tiling requirements in Client's country or domicile of
residence that might apply as a result of Client's Account with DBSI in the United States. These may include but
are not limited to, tax, foreign exchange or capital controls, and reporting or filing requirements that may apply as
a result of Client's country of citizenship, domicile or residence. Client currently complies and will continue to
comply with any such laws, rules, regulations and reporting or filing requirements as required by Client's country
of citizenship, residence or domicile.
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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 mail, electronic mail or otherwise, are
considered to have been delivered to Client whether actually received or not. Transactions entered into Client's
Account shall be confirmed by DBSI in writing where required by law or regulation. DBSI will not send separate
confirmations for the following transactions: (a) dividends or distributions credited or reinvested. or transactions
effected pursuant to a Dividend Reinvestment Plan, (b) shares of money market funds that are purchased or
redeemed, or are part of the Cash Sweep Options, or (c) transactions effected pursuant to a periodic plan or an
Investment company plan. Client's periodic account statements will reflect these transactions. Notices concerning all
matters related to Account(s) usually will go through DBSI although Perching may send notice(s) directly to Client
with a duplicate to DBSI should market conditions, time constraints or other circumstances so require.
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 principal or agent. DBSI provides investment advice, portfolio management
and execution 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 inform Client of, strategies being pursued by DBSI or other Clients. Further, (a) DBSI and its
affiliates may provide services for a fee to or solicit business from companies whose securities are recommended by
DBSI, (b) DB.S1 arid its affiliates may be paid fees by investment companies registered under the Investment
Company Act of 1940 or other investment vehicles, including without limitation, fees for acting as investment
advisor, administrator, custodian and transfer agent, and (e) 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 that are issued, underwritten, implemented or advised by DBSI or one or more of its affiliates. DBSI may
receive compensation, in addition to the compensation Client pays DBSI, in the form of Rule 12b-1 fees, distribution
fees, finder's fees, fees based upon fund management fees and cash or non-cash payments that are paid by mutual
funds (out of fund assets in the case of Rule 12b-1 fees) or by the managers 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 DBSI a financial incentive to recommend certain
funds or strategies and to Include those funds in models and programs. In addition. DBSI may receive trail
compensation in connection with sales of auction rate securities.
12. Securities Investor Protection Corporation (SIPC). DBSI provides SIPC coverage through Pershing 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 http•J/www.pwm.db.corn/emericas/
en/annualdisclosurestatement.html for additional information regarding SIPC and excess of SIPC coverage.
13. Tax-Exempt Entities. Charitable remainder trusts, foundations, pension plans and other tax-exempt entities may be
deemed 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 arrangements. Tax-exempt entities should consult with their lax 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 on Client's Account Statement, replacement will be
made free of charge. Thereafter, a fee for replacement may apply.
DEFINMONS
The following are definitions of certain terms that are used within this Account Agreement. As required, the singular shall
be plural and the plural shall be singular.
1. 'Account Agreement' means the written agreement entered into between Client(s) and 08S1 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 documents related 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, account or service provided as a result of a Client
election, modification of or addition to the Account Agreement, change in service or otherwise. DBSI will provide to
Client such disclosures, agreements and terms, which shall be incorporated into this Account Agreement by
reference. From time to time, DBSI may require that Client sign other agreements or documents for certain services
or instructions and such additional agreements and documents shall become part of this Account Agreement.
2. "Affiliste(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 constitution, rules, regulations, customs and usages of the exchange or market, and its
clearing house, if any, where a transaction is executed and applicable federal end 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 FINRA, or any other se-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 national
securities association, registered securities exchange or of the Options Clearing Corporation or other clearing
organization applicable to the trading of option contracts.
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4. 'Branch Supervisor' means the manager of the branch office at which Client's Accoum(s) is/are maintained.
5. 'Cash Sweep Options' means the program through which certain uninvested cash balances in eligible Account(s)
will be 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 In connection with Client's Account(s). The Cash Sweep Options are described more
July 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 end, in certain limited situations, providing Client information
outside of DBSI.
7. 'Party' or "Parties' means Client(s) and DBSI, together with its affiliates, collectively.
8. "Restricted Securities" means securities of a corporation of which Client is a director, executive officer or 10%
stockholder, or otherwise classified as a control person or insider. or securities that ere 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 system or other nationally recognized published interdealer quotation system.
9. 'Securities and Other Property' means, but is not limited to, money, securities, financial instruments and
commodities of every kind and nature and related contracts and options (whether for present or future delivery),
distributions, proceeds, products and accessions of all property owned by the Client or in which the Client has
an Interest.
[THIS SPACE INTENTIONALLY LEFT BLANK)
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MARGIN DISCLOSURE
IMPORTANT: PLEASE READ 1HIS MARGIN DISCLOSURE PRIOR TO OPENING A MARGIN ACCOUNT AND •
RETAIN A COPY FOR YOUR RECORDS
Deutsche Bank Securities Inc. (DBSI) is furnishing this document to you, the Client, to provide some basic facts about
purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before
trading in securities in a margin account, please review this Margin Disclosure carefully (which is to be read in
conjunction with the entire Account Agreement). Please call your Client Advisor with any questions or concerns
regarding the use of margin.
When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from
DBSI (via a margin loan offered by Pershing). You may also borrow for purposes other than the purchase of securities
based on the value of fully paid securities held in the Account. If you choose to borrow funds from DBSI, you must open
a margin account and sign the attached Margin Agreement along with the Account Agreement. If the securities In your
account decline in value, so does the value of the collateral supporting your loan, and, as a result, DBSI can take action,
such as issuing a margin call and/or selling securities or other assets In any of your accounts (as provided in the Margin
Agreement) In order to maintain the required equity in the account.
It is important to fully understand the risks IrwoIved in trading securities on margin. These risks include the following:
1. You can lose more funds than you deposit in the Margin Account. A decline in the value of securities that are
purchased on margin may require you to provide additional funds to DBSI to avoid the forced sale of those
securities or other securities or assets in your account(s).
2. DBSI can force the sale of securities or other assets in your account(s). If the equity in your account falls below
the maintenance margin requirements, or DBSrs higher "house" requirements, DBSI can sell the securities or other
assets in any of your accounts held at DBSI to cover the margin deficiency. You also will be responsible for any
shortfall in the account after such a sale, including costs and interest accrued.
3. DBSI can sell your securities or other assets without contacting you. Some investors mistakenly believe that a
firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in
their accounts to meet the call unless the firm has contacted them first. This is not the case. Generally, DBSI does
attempt to notify its Clients of margin calls, but it is not required to do so. However. even if DBSI has contacted a
Client and provided a specific date by which the Client can meet a margin call, DBSI can still take necessary steps to
protect its financial interests, including immediately selling the securities without notice to the Client.
4. You are not entitled to choose which securities or other assets In your account(s) are liquidated or sold to meet a
margin call. Because the securities are collateral for the margin loan. DBSI has the right to decide which security to
sell in order to protect its interests.
5. DBSI can increase its "house" maintenance margin requirements at any time and is not required to provide you
advance written notice. These changes in firm policy often take effect immediately and may result in the issuance
of a maintenance margin call. Your failure to satisfy the call may cause DBSI to liquidate or sell securities in
your account(s).
6. You are not entitled to an extension of time on a margin call. While en extension of time to meet margin
requirements may be available to clients under certain conditions, a client does not have a right to the extension.
7. Short Sales are margin transactions and Involve the risks described above. A short sale means any sale of
securities that you do not own or which are borrowed for your account ("Short Sales"). Because short sales are
margin transactions, such transactions are subject to the same risks and terms and conditions of margin transactions.
8. DBSI and/or Pershing may loan any securities which collateralize your margin loan. Securities held in a margin
account may be lent, to DBSI, to Pershing or to others, and may be pledged, repledged. hypothecated or
rehypothecated by DBSI and/or Pershing. without notice to you. DBSI and/or Pershing may do so without retaining
in Its possession or control for delivery a like amount of similar Securities and Other Property and in doing so, are
authorized to retain certain benefits, including interest on your collateral posted for such loans. While your securities
are loaned out, you will lose voting rights attendant to such securities. Pershing and/or DBSI may receive
compensation in connection with these transactions. For additional information on rehypothecation, please refer to
the Margin Addendum.
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MARGIN ADDENDUM TO ACCOUNT AGREEMENT
READ AND SIGN BELOW TO OPEN A MARGIN ACCOUNT.
Supplemental Terms and Conditions that Apply to Client Margin Account
Any capitalized terms not otherwise defined herein or in the Margin Disclosures shall have the meaning specified in the
Account Agreement and/or its Appendix annexed thereto.
By signing this Agreement Client agrees to be bound by the Terms and Conditions in this Margin Addendum as well as
those terms and conditions contained in the Account Agreement all of which are incorporated herein by reference.
1. Mechanics and Risks of Margin. Client represents that Client understands the mechanics and risks of using margin
as explained in the attached Margin Disclosure which is incorporated herein by reference.
2. Financing. Client understands that the margin transactions in the Account may be financed by Pershing or DBSI.
3. Interest and Costs. Client agrees to pay interest on all sums borrowed and other balances due and costs incurred by
Deutsche Bank in maintaining the Margin Account on Client's behalf. DBSI will deduct all interest charges from
Client's Account. Interest charges will be reflected on Client's account statement. For additional information on
interest charges, please refer to the Annual Disclosure Statement at http://www.pwm.db.com/americasien/
annualdisclosurestatement.html. To obtain the current schedule of rates visit: http://pwm.db.corn/pwm/en/
alexbrown_legaLoverview.html and click on "DBAB Call Rate" or contact the Client Advisor.
4. Client's Margin Loan Is a Demand Loan. As such. DB51 or Pershing has the right to demand at any time the
immediate payment of all or any portion of a margin balance.
5. Liens. Client hereby grants to DBSI and its Affiliates a security interest in end lien upon all Securities and Other
Property In the possession or control of D1351. any of its Affiliates or Pershing, in which Client has an interest (held
individually. jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as "DB
Collateral") in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or
Pershing (collectively, all such obligations are referred to herein as the "DB Obligations"). Client further grants to
Pershing a security interest in and lien (the "Pershing Lien") upon all Securities and Other Property held in Client's
Margin Account(s) and any associated cash account(s) ("Margin Collateral") to secure the indebtedness or any other
obligation of Client to Pershing in this Margin Account Rho "Margin Obligations"). Clients who are joint account
holders (Joint Accountholders) acknowledge and agree that DB 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 (whether
individually, jointly or otherwise) and shall secure any and all DB Obligations of each Joint Accountholder to DBSI
and its Affiliates. With respect to the lien granted to DBSI and its Affiliates. DBSI (or Pershing, at 0651's instruction)
may. at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal
with any or all such DB Collateral in order to satisfy any DB Obligations. In enforcing this lien, DBSI shall have the
discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. With respect
to the Pershing Lien. Pershing may, at any time and without prior notice, sell, transfer, release, exchange, settle or
otherwise dispose of or deal with any or all Margin Collateral In order to satisfy any Margin Obligations. In enforcing
this Pershing lien, Pershing shall have the discretion to determine what and how much Margin Collateral to apply for
the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in
any Account or assets that would give rise to a prohibited transaction under Section 4976(c)(1)(B) of the Internal
Revenue Code of 1986, as amended, or Section 406(a)(i)(B) of the Employee Retirement Income Security Act of
1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by DBSI, which
may include IRAs or qualified plans, are not subject to this lien end such Securities and Other Property may only be
used to satisfy Client's indebtedness or other obligations related to Client's retirement account(s)•
6. Consent to Loan or Pledge of Securities and Other Property. Within the limitations imposed by Applicable Law, all
Securities and Other Property now or hereafter held, carried or maintained by or in the possession of DBSI that have
not been fully paid for, or are held in a margin account as collateral for a margin loan, may be lent to DBSI, to
Pershing or to others, and may be pledged, repledged, hypothecated or rehypothecated by DBSI and/or Pershing
without notice to Client, either separately or in common with other securities, commodities and other property of
OBSI's or Pershing's other clients for any amount due in any account with DBSI in which Client has an interest or
for any greater amount, and DBSI and/or Pershing may do so without retaining in its possession or control for
delivery a like amount of similar Securities and Other Property. Client understands that while securities held for
Client's Account(s) are loaned out, Client will lose voting rights attendant to such securities. Margin securities in
Client's account may be used for, among other things. settling short sales and lending the securities for short sales.
As a result. Pershing and/or DBSI may receive compensation in connection with these transactions. Neither
Pershing, nor DBSI, will lend or pledge fully paid for securities without Client's written permission.
7. Margin Maintenance, Calls for Additional Collateral, Liquidations and Covering Short Positions. In order to engage
in margin transactions, Client will be required to maintain such Securities and Other Property in Client's Margin
Account(s) for margin purposes as shall be required under Applicable Law or otherwise by DBSI or Pershing for any
reason. Client may be required to post, deposit or maintain additional collateral at any time. In addition to the rights
otherwise set forth in this Agreement, DBSI and Pershing also shell have the right to liquidate any Securities and
Other Property held in the Margin Account whenever DBSI or Pershing deems it necessary for its protection.
Circumstances that may result in collateral calls or liquidations include, but are not limited to, the failure to promptly
meet any call for additional collateral, the filing of a petition in bankruptcy, the appointment of a receiver by or
against Client or the attachment or levy against any account with DBSI in which Client has an interest.
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The rights of DBSI and Pershing shall include the right to buy all Securities and Other Property which may be short
in such account to cancel any open orders and to close any or all outstanding contracts, all without demand for
margin or additional margin, notice of sale or purchase or other notice or advertisement, each of which is expressly
waived. Upon a default, Client will also bear the cost of preserving the value of collateral, including hedging
transactions that may be executed at DBSI or Pershing's discretion. Any sales or purchases hereunder may be made
at on any exchange or other market where such business is usually transacted, or at public auction or private sale,
and DBSI or Pershing may be the purchaser for its own account. Client understands that any prior demand, or call or
prior notice of the time and place of such sale or purchase shall not be considered a waiver of the right to sell or buy
without demand or notice as provided herein. Client further understands and agrees that if DBSI or Pershing permits
Client a period of time in which to satisfy a call, the granting of that period of time shall not in any way waive or
diminish the right of DBSI or Pershing to shorten the time period in which Client must satisfy the call, including an
outstanding call, or to demand that a call be satisfied immediately. Client further understands that liquidations may
involve sales of positions in Client's Account(s) that are as great as the full indebtedness owed by Client.
8. Reg T Extensions. Client authorizes DBSI, at its discretion, to request and obtain extensions) of Client's time to
make payment for securities Client purchases, as provided for by Federal Reserve Bank Regulation T.
9. Short Sales of Securities. Client understands that before executing a Short Sale. DBSI or Pershing is generally
required to make an affirmative determination as to whether DBSI or Pershing will receive delivery of the securities
from the Client or that the securities can be borrowed by the settlement date. This process is commonly referred to
as 'obtaining a locate.' If a sufficient quantity of securities is not available from inventory, DBSI or Pershing may,
among other things, contact third-party lenders to ascertain whether they have securities available for lending. If a
sufficient quantity of securities appears borrowable. DEM or Pershing may proceed to execute the short sale on
Client's behalf. A locate is simply an indication that, as of the time the locate is obtained, it appears that securities
will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be
available for lending and delivery on the settlement date or that the lender will not thereafter require the return of
the borrowed securities. If the securities are not available for borrowing for any reason by the settlement date, Client
(as the seller) will "fail to deliver" to the purchaser. In that circumstance, a buy-in of the securities that were not
timely delivered will occur on the morning of the third business day after normal settlement date and Client will be
responsible for all losses and costs of the buy-in. See "Mandatory Close-Out of Short Sales" below. Client is
ultimately responsible for the delivery of securities on the settlement date and for the consequences of a failure to
deliver and the timely return of securities borrowed on Client's behalf including any losses incurred by DBSI or
Pershing relating to such short sales. Short positions will be "marked to the market" weekly. If the aggregate value
of all securities sold by Client appreciates, an amount equal to such appreciation will be transferred from Client's
Margin Account to Client's short Account resulting in a debit entry in the Margin Account. If the aggregate value of
all the securities sold short depreciates, an amount equal to such decline will be transferred from the cash account
to the Margin Account resulting in a credit entry in the Margin Account. The closing price from the previous
business day is used to determine any appreciation or depreciation in the market value of any security sold short.
Please note, from time to time, DBSI or Pershing may be prohibited from effecting a short sale in accordance with
Applicable Law whether or not a "locate' Is obtained.
10. Mandatory Close-Out of Short Sales. Applicable Law generally requires that short sales of equity securities be
closed by no later than the beginning of regular trading hours on the first business day following the settlement date
if delivery of the securities has not occurred. The close-out is effected by DBSI or Pershing purchasing the securities
for cash or guaranteed delivery of like kind and quantity. The requirement generally applies to undelivered equity
securities that, on the date of the short sale, appeared on the "restricted list' of HNRA or a national securities
exchange of which DBSI or Pershing is a member (i.e. those securities that have a cleating short position of 10,000
shares or more and that are equal to at least 1/2 of 1% of the issue's total shares outstanding) ("Threshold
Securities"). DBSI or Pershing will be required to effect a close-out mandated by Applicable Law whether or not a
"locate' was obtained and whether or not a buy-in notice was issued by a purchaser or securities lender.
11. Tax Treatment of Earnings on Pledged Municipal Securities. Client will consult with a tax advisor prior to
depositing municipal securities to satisfy margin requirements as there may be tax consequences of doing so.
12. Rehypothecation and Tax Treatment of Payments in Lieu of Dividends. The Internal Revenue Code generally
provides that, subject to certain requirements, dividends paid to a U.S. individual shareholder from domestic
corporations and certain foreign corporations are subject to tax at the reduced rates applicable to long-term capital
gains. Payments in lieu of dividends are not eligible for the reduced rate of tax for dividends and are taxed at
ordinary income tax rates. DBSI and Pershing have the right to rehypothecate margined shares in Client's Margin
Account. Accordingly, Client hereby agrees that Client's Account may receive payments in lieu of dividends, which
unlike actual dividends are taxed at ordinary income tax rates. Client further agrees that neither DBSI nor Pershing
shall be responsible to Client for any additional taxes or other costs Client incurs for receipt of such payments in lieu
of dividends. Client also agrees to consult with Client's tax adviser if Client has any questions relating to payments
in lieu of dividends.
13. Additional Risks. The use of margin may enable Client to increase the size of the trades and/or volume of trading in
the account which may result in an increase in the amount of commissions being paid to DBSI or Pershing by Client.
14. Restricted Securities. Client will not post Restricted Securities as collateral for margin transactions without the prior
approval of 0851.
15. Collection Remedies. DBSI reserves the right to assert any other remedies available under Applicable Law to collect
any and all amount(sIdue to 0851 or Pershing.
16. Receipt of Margin Disclosure. Client hereby acknowledges receipt of the Margin Disclosure and Client
acknowledges Client's understanding of and agreement to the contents thereof.
13AWM-0196
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BY LOW,
RSEIGENMINE G NTB, EI NCLUCLIENTG THE MARGIN DIS
This Agreement is subject to the Section III, page 5, of the Account Agreement
Aaount Number
Imilviduoi or Joint account (IF 11'66 A KANTACCOUPIT.AU.ACODUNTOWNSS MUST 5IGNk
Signature Date
Print Name SSN/EIN
Signature Date
Print Name SSWEIN
Signature Date
Print Name SSWEIN
Corporation, partneriMp, trust or *Met entity:
CONFIRMATION OF AUTHORITY TO BORROW:
Nthis Is an agreement for a trust, other fiduciary account or other norenatural account, the authorized person hereby certifies end represents that
the use c4 a margin account and specifically the borrowing. lending and ' s and Other Propeny se described herein and in the Margin
Section Is In accordance with and authorized by the provi ss of a other imam tend ACOli trust a other entity.
EntitySouthern Financial LLC
Name of
Signature of Officer, Partner. Trustee, Authorized Duo-7 ag - 1-3
NametTitioJeffreY Epstein
Print
Signature of Officer, Partner. Trustee. Authorized Party Date
Print Namo/Thla
Signature of Officer. Partner. Trustee. Authorized Party Date
Print Name/Title
FOR OFFICE USE ONLY
Branch Manager approval for margin accounts: Signature Date
13.AWM.0196
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CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0000980
EFTA_00 148765
EFTA01282622

Film W-9
Request for Taxpayer Give Form to the
(Rev December atilt) Identification Number and Certification requester. Do not
Deere tent of the Trateury send to the IRS.
Immo] Ream Sinks
Nome (as groom on your income Wi return)
SOuthern Trust Company, Inc.
e4 Bushey. romerchwrowded orally name, IlM aw horn above
8 Southern Financial LLC
a
, Check appropriate box for fears tax Wsaaballax
5 n
u_r Individual/sole potable, O C Carooraban 0 S Conssration O Fenorarro O Xnetiestate
.. O triverd liability company enter tne tax cissorrearlsn (CC corporation. SScorporation. Paparinorshge e ------.-Derail HIM
q
is o
We beee (nsvuctiom)o
I Addaxes 'number. Street and sec or sues no.) neessawaneresandaddress
6100 Red Hook Quarter 83
2 City, state. end 2v rode
rZ St Thomas, USW 00802
UM account numbs*.h ere (optbnag
P a I Taxpayer Identification Number (fl
triter yew TIN k the appropriate box. The TIN provided must match the name given on the 'Name' line Seder sonny member
to avoid backup wtthholdIng. For Indhlduals, this Is your sccial security number (5Sfig HOwevex for a J
resident aeon, sole proprietor, or disregarded entity, see the Pert I InstruchonS on page 3. For other
entities, it is your employer Identification number (Eel). If you do not have a number. see Now to pH •
77N on page 3.
Note. If the account Is In more than one name. see the chart on page 4 for guidelines on whose Employer Wentirmation number
number to enter.
Part II Certification
Under penalties of perjury. I certify that:
1. The number shown on des form Is my correct taxpayer Identification number (or I ern waiting for • number to be Issued to me), and
2. I ern not subject to backup withholding because: (a) I all exempt from backup withholding, or (b) I nave not been notified by the Internal Revenue
Semce pm that I em subplot to backup withholding as a result of a (allure to report all Interest or dividends, or (c) the IRS has notified me that I am
no longer subirsat 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 boon notified by the IRS that you are currently subject to backup eithholotng
because you have failed to report as interest and dividandS on your tax return. For reel estate transactions, Item 2 does not apply. For mortgage
interest pad. acquisition or nbandonsnent !secured property, acelation of debt, contributions to an indhidual retirement arrangement ORAI, and
goneraey. payments other than/rain and 2gvidends, you are not en to Sign the cerUfication, but you must provide your &erect TIN. See the
instructions on Palo 4.
Sign Signature of
Here U.S. person Ix I Date". 1-2-13
General Instructioni Note. If a requester ghee you • form other Man Fenn W-9 to request
your TN, you must use the requester's fpm If it Is substantially similar
Section references are to the Internal Revenue oM to this Form WS.
noted.
Definition of a U.S. person. For federal tax purposes, you are
Purpose of Form considered a U.S. person If you are:
A person who a required to as an information return with the IRS crust • M Indvidual who is a U.S. citizen or U.S. resident alley,
obtain your correct taxpayer identificaton number (TIM to report, for • A partnership, Corporatioy company, or aSSOcAaton created or
example, income paid to you. real estate transactions. mortgage interest organized in the United States or under the laws of the laited States.
you paid. acquisition or abandonment of secured property. Cancellation • M estate (other than a I canon estate), or
of debt, or ccntribudien$ you made to an IRA.
• A domestic trust (as defined In Regulations section 30 I.7701-7).
Use Form W-0 only a you area U.S. person (including a resident
ailon), to provide you correct TIN to the person requesting It (the Special rules for partnerships. Partnerships that conduct a trade or
requester) and, when applicable. to: business In the United States ore generally required to pay a withhold/1g
tax on any foreign partners' share of Income from such business.
1. Certify that the TN you are giving is correct (Or you are waiting for a Further, In certain cases who/saran' W-9 has not been received, a
number lo be issued), partnership Is required to presume that • partner is a foreign person,
2. Certify that you are not sub(ect to backup withholding. Or end pay the withholding tax. Thereto:kir you are a U.S. person that is a
3. Claim exemption from backup withholding if you are a U.S. exempt Partner In a partnereNp conducting e trade or business In the United
payee. If applicable, you are also certifying that as a U.S. Person, your States, provide Form WS to the partnere,* to establish you U.S
allocable share 04 any partnership income from • U.S. trews or business status end avoid withholding on your share of partnership income.
is not sublect to the v4thhoicling tax on foreign partners' share of
effectively connected Income.
Cat. No. i023, X Form W-9 (Rev. 124011)
SDNY_GM_00038157
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EFTA01282623

FORM • RACA12
10,11,011057Aff:i&C.N.
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS 0 41 IP
i4A
eOpy iPtib
RESIDENT AGENT FORM
CONSENT OF AGENT FOR SERVICE OF PROCESS
This veiling wilnesseth that I. 'he undersigned BUS "-- s
"
s Ba sics VI, LW C
nnyino been designated by Southern Finarittii. I.LC,
as resident agent et Said company, upon whom sewvice of process may be mode in elf suits
arising against said company in Iho Courts of lho sir:T od Stoles Virgin Islands, do hereby consenl
to act as spell agent and that service of process mcy be made upon mo In accordance with
Title 13. won Islands Code.
IN WITNESS WHEREOF, I hove hereunto se:* my Signature Ihis 25th day of
l'ebruary 2013
iv
C)
••••••
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' SIGNATURE OF ftEgiortripag
DAYTIME CONTACT NUMBER (I I I I.., i- D e; i
MAILING ADDRESS 9100 Port of Sale _all, Ste 15. St. thoTririg00802
PHYSICAL ADDRESS 9100 Port of Sale'',(all, Ste 15, St. Thomas, VI 00802
EMAIL ADDRESS
NOTARY ACKNOYILIMMENI
Sobscrbecl and sworn to betcre mo this .24:)±•,:i. 'day
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Rau A. Gory Nodugy
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SDNY_GM 00038158
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-OO00982
EFTA_00148767
EFTA01282624

ipc:DEPARTMENT OF THE TREASURY
lifliINTERNAL REVENUE SERVICE
CINCINNATI CH 45999-0023
Date of this notice: 02-28-2013
Employer Identification Number:
Form: SS-4
sourHun FINANCIAL LLC Member of this notice: CT 575 G
t SOUTHERN TRUST COMPANY INC SOLE M
9100 PORT OF SALE MALL STE 15 For assistance you may call us at:
ST THOMAS, VI 00802 1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE END OP THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
' for applying for an Employer Identification Number (FIN). We assigned you
EIN This FIN will identify you, your business accounts, tax returns, and
doc if you have no employees. Please keep this notice in your permanent
records.
When filing tax documents, payments, and related correspondence, it in very important
that you use your EIN and complete name and address exactly as shown above. Any variation
may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one EIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
A limited liability company (LLC) may file Form 8832, Entity Classification Election,
and elect to be classified as an association taxable as a corporation. If the LLC is
eligible to be treated as a corporation that meets certain teats and it will be electing S
corporation status, it must timely file Form 2553, Election by a Small Business
Corporation. The LLC will be treated as a corporation as of the effective date of the S
corporation election and does not need CO file Form 8832.
To obtain tax forms and publications, including those referenced in this notice,
visit our Web site at www.ire.gov. If you do not have access to the Internet, call
1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.
IMPORTANT REMINDERS:
• Keep a copy of this notice in your permanent records. This notice is issued only
one time and the IRS will not be able to generate a duplicate copy for you. You
may give a copy of this document to anyone asking for proof of your EIN.
* Use this EIN and your name exactly an they appear at the top of this notice on all
your federal tax forms.
• Refer to this EIN on your tax-related correspondence and documents.
If you have questions about your SIN, you can call us at the phone number or write to
us at the address shown at the top of this notice. If you write, please tear off the stub
at the bottom of this notice and send it along with your letter. If you do not need to
write us, do not complete and return the stub.
Your name control associated with this FIN is SOW. You will need to provide this
information, along with your FIN, if you file your returns electronically.
Thank you for your cooperation.
SONY_GM 00038159
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0000983
EFTA_00148768
EFTA01282625

GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
-O-
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
OFFICE OF THE LIEUTENANT GOVERNOR
CERTIFICATE OF EXISTENCE
To Whom These Presents Shall Come:
I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands, do hereby
certify:
That SOUTHERN FINANCIAL, LLC filed Articles of Organization with the Office
of the Lieutenant Governor on February 25, 2013 and the Company is duly organized under
the laws of the United States Virgin Islands;
Thal the duration of this Limited Liability Company is perpetual;
That the company has paid all applicable fees to date; and
That Articles of Termination have not been filed by the company.
In Witness Whereof, I have hereunto set my hand and
affix the seal of the Government of the United States
Virgin Islands, at Charlotte Amalie, this 25th day of
June, A.D. 2013.
•
ra" N" .51 `
C. R. FRANCIS
Lieutenant Governor of the Virgin Islands
SDNY_GM_000381
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000984
EFTA_00148769
EFTA01282626

Sta.
-11,4n yr,
THE UNWED STATES VIRGIN ISLANDS
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS
5049 Kongens Gado 1105 King Street
Charlotte Amcile, Virgin Islands 00802 Chtdonsted. Virgin Islands (10820
Phan Phone
Fax - Fax
June 25, 2013
CERTIFICATION OF GOOD STANDING
This is to certify that the corporation known as SOUTHERN TRUST
COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of
Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that
a Certificate of Incorporation was issued by the Lieutenant Governor on
DECEMBER 8, 2011 authorizing the said corporation to conduct business in the
Virgin Islands and the corporation is considered to be in good standing.
enise Johannes
Director, Division of Corporation
and Trademarks
DJ/gg
SDNY_GM_00038161
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000985
EFTA_00 I 48770
EFTA01282627