Depository Trust Company Institutional Delivery (DTC ID) – Confirmation Disclosures

Code:  Market:
SYN  Syndicate (Primary or Secondary Offering)
NAPP

 Other – Information available upon request. See General Terms paragraph 7, below.

Code:  Capacity:
AGNT  Executing broker/dealer acted as agent for customer
PRIN  Executing broker/dealer acted as principal for own account
CUST  Executing broker/dealer acted as agent for both the customer and contra-party
PRAG  Executing broker/dealer acted as both principal and agent in the transaction


General Terms

It is hereby agreed (the “Agreement”) as follows between Deutsche Bank Securities Inc. (“DBSI” “we” “us” “our”) and you (the person for which DBSI executed each “Transaction” described on the face of this “Confirmation”):

  1. Each Transaction is subject to (i) all applicable self-regulatory organization (SRO) rules, as well as the constitution, by-laws, customs, practices, guidelines, and interpretations of the exchange or market (and its clearing house or securities depository, if any) where executed; (ii) federal and state securities laws, and the rules and regulations adopted by the SEC and Federal Reserve Board; and (iii) any agreement (e.g., margin account agreement) existing between you and us.
  2. You are responsible for carefully reviewing this Confirmation. If you disagree with the details of any Transaction stated on this Confirmation, you must notify us immediately of your objections by calling Trade Support (Tel: 212-250-2002). Unless you bring a disputed Transaction to our attention by 5:00 PM (New York time) on the fifth business day after we send this Confirmation, you shall be deemed to have accepted the Transaction as confirmed.
  3. Settlement of all Transactions is computed for payment in New York on settlement date. If payment is made at a later date, interest (based upon a commercially reasonable rate) may be charged to the date of payment, in addition to late fees.
  4. If payment or delivery of securities is delayed beyond settlement date, we reserve the right, at our option and without further notice, to sell out or buy in said securities and hold you liable for any loss thereby incurred, or to cancel the Transaction. All securities delivered shall be free and clear of any lien, claim or encumbrance, and all payments shall be made in full irrespective of any alleged counterclaim or right to set-off.
  5. To the extent permitted under SEC rules, your purchased securities may be hypothecated by DBSI and may be commingled with other securities carried for the account of other customers.
  6. If DBSI has not received from you the requisite tax certifications, DBSI is required to withhold taxes from your sale proceeds at the current tax withholding rate.
  7. Upon your request, we will provide to you (i) the name of the contra-party to your Transaction; (ii) the time your transaction was executed; (iii) the amount of any odd-lot differential or equivalent fee charged to you; and (iv) the source and amount of any other remuneration received by DBSI in connection with your Transaction (for example, if DBSI acted as dual agent and executed your Transaction as an “agency cross” then DBSI also received a commission from the contra-party to your Transaction); (v) the market or markets of execution for your transaction.
  8. If DBSI executed a Transaction in a mixed capacity, DBSI acted as agent, principal, and/or riskless principal. If DBSI executed a Transaction at an average price, the average price confirmed to you represents the weighted average price of multiple underlying executions, and the details of each underlying execution will be made available upon request.
  9. If securities were purchased from “Syndicate,” DBSI (or one of its affiliates) participated in the distribution of such securities.
  10. To the extent that a prospectus has been transmitted herewith or in a separate mailing, the securities and Transaction to which it relates are subject to the conditions set forth in such prospectus.
  11. If the Transaction is a long sale by you and the securities sold are not presently held by us in your account, we effected the sale upon your representation that you own the securities and that you will deliver the securities to us no later than settlement date.
  12. For open orders, it is solely your responsibility to amend or cancel such order. Once an open order is executed, the Transaction will be settled against your account.
  13. Transactions in “when issued” and “when distributed” securities will be settled in accordance with the requirements specified by the governing SRO.
  14. DBSI is a broker-dealer registered with the SEC. DBSI is a member of FINRA and member of SIPC. DBSI is not a bank. Securities offered, sold or recommended by DBSI are not backed or guaranteed by any bank, and are not insured by the FDIC, unless otherwise explicitly noted in writing.
  15. Orders executed on markets outside of the US are executed consistent with Rule 15a-6 under the Securities Exchange Act of 1934, and are typically executed by an affiliate of DBSI. If you are a client of a DBSI affiliate based outside the US, your order to transact in US securities was executed by DBSI, acting solely as execution agent, for the DBSI affiliate that holds your account.
  16. If you transacted in a non-US security (either in “ordinary” form or ADR form), a foreign currency conversion may have been necessary to settle the Transaction. Such conversion is generally effected by a DBSI affiliate (acting as principal) that receives remuneration in connection therewith.
  17. The principal, interest, dividend and yield rate for securities not denominated in US dollars are subject to change as foreign currency exchange rates fluctuate.
  18. By entering into the Transaction you represent that you: (i) are knowledgeable and experienced in the risks of entering into such Transaction; (ii) have evaluated the merits, risks, and appropriateness for you of the Transaction; (iii) have addressed any legal, tax or accounting considerations applicable to you; and (iv) are able to bear the economic risks of the Transaction.
  19. You may not assign the Transaction or your rights and obligations associated with the Transaction without our advance written consent.
  20. No DBSI employee is authorized to amend or waive any of the terms set forth herein. No oral agreements exist to alter or modify these terms. These terms shall inure to the benefit of DBSI and its successors in interest.
  21. If any part of these terms between you and DBSI is held to be void or unenforceable, the remaining terms shall not be affected. Any dispute regarding this Confirmation shall be governed by the laws of the State of New York, excluding its conflict of law provisions.

Transactions in Equity Securities

  1. Transactions effected “Over-The-Counter” include Transactions effected through certain electronic communication networks (ECNs) or alternative trading systems (ATSs), as well as Transactions effected directly with DBSI or other market participants outside the facilities of an exchange market or the like.
  2. Commission rates are individually negotiated, and any commission charged to you for this Transaction might be different than the commission charged to others for similar transactions.
  3. DBSI receives payment for order flow for directing orders to certain broker-dealers or market centers for execution. Such remuneration is considered compensation to DBSI. The source and nature of such compensation received in connection with your Transaction will be furnished to you upon written request.
  4. The term “Fees” includes amounts charged for executing your Transaction.
  5. The price specified in an open order for a security that trades “ex-dividend” will be automatically adjusted by the amount of the dividend unless you instruct us otherwise.

Transactions in Fixed Income Securities

  1. If the securities are mortgage-backed securities and (a) we are the seller, (i) the stated maturity of the securities cannot be a date later than the date of the last to mature of the mortgages in the underlying pool, and may be an earlier date, (ii) this date was represented to us by the party from whom we purchased the securities, or was obtained from the issuer of the securities or other public sources, (iii) we have not verified this information and do not assume responsibility for its accuracy, (iv) the stated maturity of the securities may be different from the actual maturity of the securities or the weighted-average maturity of the underlying pool of mortgages; or (b) we are the buyer, the stated maturity of the securities is as represented by you.
  2. If the securities are mortgage-backed securities issued or guaranteed by GNMA (an "Agency"), FNMA (a "GSE"), or FHLMC (a "GSE"): (i) the securities shall be issued or guaranteed in accordance with the guidelines, as amended, by the related Agency or GSE; (ii) settlement of principal will be based on the pool balance on record at the applicable Agency or GSE at the beginning of the month in which settlement is to occur; and (iii) the purchaser shall be entitled to monthly principal and interest as set forth in the applicable documents of the related Agency or GSE. The practices in (ii) and (iii) shall be superseded by any modified practice that becomes customary in the applicable market place.
  3. Transactions in mortgage-backed securities shall be subject to the Uniform Practices for the Clearance and Settlement of Mortgage-Backed Securities and Other Related Securities promulgated by The Bond Market Association or successor organization.
  4. With respect to any contracts for the purchase or sale of mortgage-backed securities having a delayed settlement date, you represent that you understand (i) the market value of the securities on settlement date or during the terms of the contract could vary substantially from the price at which such securities were purchased or sold, and (ii) your inability to meet a margin call, at times on short notice, may result in the closing out of Transactions and losses to you.
  5. If the securities are issued or guaranteed by FHLB the purchaser is purchasing the securities pursuant to the terms and conditions described in the Annual Financial Report and in the Offering Notice (as the case may be).
  6. For any FNMA or FHLMC Single Class Security that is TBA eligible, additional pool information is available by telephoning FNMA at (800) 237-8627 or FHLMC at (800) 336-3672.
  7. With regard to any debt securities subject to redemption or call features before maturity, such securities may be redeemed or called in whole or in part before maturity and such redemption or call could affect yield; complete information will be provided upon request.
  8. Securities representing an interest in or secured by a pool of receivables or other financial assets that are subject to continuous prepayment may have a varying actual yield according to the rate of prepayment of the assets. Information concerning the factors that affect yield (including estimated yield, weighted average life and the prepayment assumptions underlying yield) will be furnished upon written request.
  9. Rating information is based upon good faith inquiry of selected sources, but its accuracy and completeness cannot be guaranteed.
  10. If the Transaction is a purchase by you, and sufficient funds to pay for the securities (“Securities”) are not already in your account with us, it is agreed that (a) subject to any margin loan arrangements with you, you will make full payment for the Securities promptly on the settlement date; (b) we shall not be deemed to have delivered or be required to deliver the Securities to you until we have received full payment therefore notwithstanding that the risk of loss passes to you on the trade date of any Transaction, as reflected on our books and records; and (c) you shall not sell the Securities prior to making full payment. If this Transaction is a sale by you and the Securities are not already held in your account with us, and it is not marked short, we are acting on your representation that you own the Securities and that you will deliver the Securities to us on or prior to settlement.

    Transfers of funds and securities shall be made in such manner and to such accounts as the parties shall agree. Each party shall deliver all securities free and clear of any lien, claim or encumbrance.

    This Transaction was entered into in consideration of and reliance upon the fact that (a) all transactions, agreements and extensions of credit between DBSI and you, whether arising hereunder heretofore or hereafter (individually, an “Activity”, collectively, “Activities”) constitutes a single business and relationship and have been made in consideration of each other, and (b) your performance of each and every one of your Obligations(as defined below) is a condition precedent to DBSI’s performance of its Obligations. “Obligation” means each and every obligation or liability (including payment and delivery obligations) between DBSI and you in connection with an Activity or its acceleration, cancellation, termination or liquidation whether arising heretofore or hereafter.
  11. If, at any time prior to settlement date, the Securities to be purchased from you under our Agreement increases in market value above the price specified on the front of the Confirmation, or the Securities to be sold by you under our Agreement decreases in market value below the price specified on the front of the Confirmation, you agree that within the time periods set forth hereinafter in this paragraph you shall deliver to DBSI margin for the due performance of your obligations under our Agreement in a form satisfactory to DBSI and in an amount equal to the difference between such market value and price. Demand for margin made before 10:00 AM (New York time) on a business day of DBSI shall be satisfied before the close of business on the same day; demand made after such time shall be satisfied before 9:00 AM (New York time) on the next business day of DBSI; provided, that, DBSI shall have the right to reasonably shorten the time in which such demand for margin must be satisfied if a shorter time frame is reasonable under the circumstances, including periods of market volatility or when necessary due to rules of applicable markets or exchanges. You hereby grant to DBSI a continuing security interest in: (a) all margin, securities, monies or other property now or hereafter held or carried by DBSI in any of your accounts or otherwise held or subject to the control of DBSI or any agent thereof; (b) the rights you have in any Obligation of DBSI and (c) all proceeds of or distributions on any of the foregoing (“Collateral”), as security for the payment and performance of any and all of your Obligations to us. In furtherance of the foregoing, DBSI may, at any time and without prior notice to you, use, credit, apply or transfer any such Collateral. You agree to take such action as is necessary to cooperate with us and appoint us as your agent with a power coupled with an interest, to take such action as will constitute us a perfected secured creditor of the Collateral, including the filing of financing statements. DBSI shall be entitled to repledge or otherwise transfer any and all Collateral to secure extensions of credit or other obligations of any DBSI entity, which obligations may be in amounts greater than, and may extend for periods longer than your Obligations, or for any other purpose. The securities described on the face hereof are or may be hypothecated under circumstances which will permit the commingling thereof with securities carried for the account of other customers
  12. Each of the following matters provided in (a) through (e) shall be referred to as a “Default” if: (a)(i) you are dissolved or become insolvent, (ii) you make a general assignment for the benefit of, or enter into a reorganization, arrangement or compromise with creditors, (iii) you become generally unable, fail or admit orally or in writing your inability to pay your debts as they become due, (iv) you seek, consent to, acquiesce in or become subject to the appointment of any trustee, administrator, receiver, liquidator or analogous officer of you or any material part of your property, (v) there is presented or filed in respect of you a petition in any court or before any agency alleging or for your bankruptcy, winding up or other insolvency (or other analogous proceeding) or seeking any reorganization, arrangement, composition, readjustment, administration, liquidation, dissolution or similar relief under any statute, law or regulation, (vi) a resolution for your winding up, official management or liquidation is passed, (vii) a secured party takes possession of all or substantially all of your assets or levies, enforces or issues on or against all or substantially all of your assets, a distress, execution, attachment, sequestration or other legal process, (viii) you cause or become subject to any event that, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii), or (ix) you take any action in furtherance of any of the foregoing acts; (b) you breach, repudiate or default under or in connection with any Transaction including your failure or unwillingness to meet a margin call; (c) we reasonably believe that we may not be able, without delay, to apply Collateral or set off our obligations against your obligations; (d) an event, circumstance or condition occurs that within our sole judgment materially impairs your creditworthiness or ability to perform your obligations; or (e) any of your representations or warranties shall have been untrue when made or deemed repeated. If a Default occurs, then without notice and at our option we may: (aa) consider you to be in default of all activities; (bb) accelerate, cancel, terminate and liquidate or otherwise close out any activity with you and you will be liable to us for any resulting damage, loss, cost and expense, incurred, including any loss, cost and expense that is incurred to put us in the same economic position as we would have been in had a Default not occurred, including attorney fees, interest, losses and damages that arise out of any other commitment we have entered into in connection with or as a hedge in connection with the activity or in an effort to mitigate any resulting loss to which we are exposed because of a Default; (cc) set off, net, and recoup our obligations against any of your obligations and our obligations shall automatically be reduced by the amount of all your obligations; (dd) foreclose, collect or otherwise liquidate any Collateral we select in our sole discretion, in any order and at any time, and apply the proceeds thereof to satisfy any of your obligations; (ee) buy any and all property that may have been sold short, and (ff) take any other action permitted by law, in equity or any other activity between the parties necessary or appropriate to protect or enforce our rights or to reduce any risk to us of loss or delay.
  13. Unless explicitly agreed otherwise, US Treasury securities transactions are subject to the Treasury Markets Practice Guide (“TMPG”) fails charge as published by TMPG and SIFMA at sifma.org
    For primary market transactions in Agency Debt or Agency MBS offering materials can be accessed at the relevant Agency website listed here: Federal Farm Credit Banks Funding Corporation www.farmcredit-ffcb.com. The Federal Home Loan Banks Office of Finance www.fhlb-of.com. The Federal Home Loan Mortgage Corporation (Freddie Mac) Debt Securities www.freddiemac.com/debt/; Mortgage Securities www.freddiemac.com/mbs. The Federal National Mortgage Association (Fannie Mae): Debt securities www.fanniemae.com/markets/debt/index.jhtml?p=Debt+Securities; MBS securities www.fanniemae.com/mbs/index.jhtml?p=Mortgage-Backed+Securities. The Government National Mortgage Associate (Ginnie Mae) www.ginniemae.gov/doing_business_with_ginniemae/investor_resources/Pages/default.aspx

Transactions Not Permitted in Regulation T Cash Accounts

  1. If prior to the settlement date the Securities to be purchased from you under our Agreement increase in market value above the price specified on this Confirmation, or the Securities to be sold to you under our Agreement decrease in market value below the price specified on this Confirmation, you agree that within the required time periods you shall deliver to DBSI margin for the due performance of your obligations under our Agreement in a form satisfactory to DBSI and in an amount equal to the difference between such market value and price.
  2. Demand for margin made before 10:00 AM (New York time) on a business day of DBSI shall be satisfied before the close of business on the same day; demand made after such time shall be satisfied before 9:00 AM (New York time) on the next business day of DBSI; provided, that, DBSI shall have the right to reasonably shorten the time in which such demand for margin must be satisfied.
  3. You hereby grant to DBSI a continuing security interest in: (a) all margins, securities, monies or other property now or hereafter held or carried by DBSI in any of your accounts or otherwise held or subject to the control of DBSI or any agent thereof, (b) any rights you have in any obligations of DBSI, and (c) all proceeds of or distributions on any of the foregoing (“Collateral”), as security for the payment and performance of your obligations to us. In furtherance of the foregoing, DBSI may, at any time and without prior notice to you, use, credit, apply or transfer any such Collateral. You agree to cooperate with us and appoint us as your agent with a power coupled with an interest, to take such action as will constitute us a perfected secured creditor of the Collateral, including the filing of financing statements. DBSI shall be entitled to repledge or otherwise transfer the Collateral to secure extensions of credit or other obligations of any DBSI-affiliated entity, which obligations may be in amounts greater than, and may extend for periods longer than, your obligations, or for any other purpose.
  4. Each of the following matters provided in (a) through (e) shall be referred to as a “Default” if: (a)(i) you are dissolved or become insolvent, (ii) you make a general assignment for the benefit of, or enter into a reorganization, arrangement or compromise with creditors, (iii) you become generally unable, fail or admit orally or in writing your inability to pay your debts as they become due, (iv) you seek, consent to, acquiesce in or become subject to the appointment of any trustee, administrator, receiver, liquidator or analogous officer of you or any material part of your property, (v) there is presented or filed in respect of you a petition in any court or before any agency alleging or for your bankruptcy, winding up or other insolvency (or other analogous proceeding) or seeking any reorganization, arrangement, composition, readjustment, administration, liquidation, dissolution or similar relief under any statute, law or regulation, (vi) a resolution for your winding up, official management or liquidation is passed, (vii) a secured party takes possession of all or substantially all of your assets or levies, enforces or issues on or against all or substantially all of your assets, a distress, execution, attachment, sequestration or other legal process, (viii) you cause or become subject to any event that, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii), or (ix) you take any action in furtherance of any of the foregoing acts; (b) you breach, repudiate or default under or in connection with any Transaction including your failure or unwillingness to meet a margin call; (c) we reasonably believe that we may not be able, without delay, to apply Collateral or set off our obligations against your obligations; (d) an event, circumstance or condition occurs that within our sole judgment materially impairs your creditworthiness or ability to perform your obligations; or (e) any of your representations or warranties shall have been untrue when made or deemed repeated. If a Default occurs, then without notice and at our option we may: (aa) consider you to be in default of all activities; (bb) accelerate, cancel, terminate and liquidate or otherwise close out any activity with you and you will be liable to us for any resulting damage, loss, cost and expense, incurred, including any loss, cost and expense that is incurred to put us in the same economic position as we would have been in had a Default not occurred, including attorney fees, interest, losses and damages that arise out of any other commitment we have entered into in connection with or as a hedge in connection with the activity or in an effort to mitigate any resulting loss to which we are exposed because of a Default; (cc) set off, net, and recoup our obligations against any of your obligations and our obligations shall automatically be reduced by the amount of all your obligations; (dd) foreclose, collect or otherwise liquidate any Collateral we select in our sole discretion, in any order and at any time, and apply the proceeds thereof to satisfy any of your obligations; (ee) buy any and all property that may have been sold short, and (ff) take any other action permitted by law, in equity or any other activity between the parties necessary or appropriate to protect or enforce our rights or to reduce any risk to us of loss or delay.

Regulatory Disclosure For Regulation S

If the Security being purchased is a “Category 2” or “Category 3” security under Regulation S, and the purchaser is a distributor, dealer or person receiving any type of selling concession, the purchaser is notified that this security may not be reoffered or resold to US Persons during the applicable Distribution Compliance Period.

DISCLAIMER for trades executed in Malaysia or Thailand: The "Miscellaneous Fees" may include local VAT/GST on trades executed based on the relevant local regulations where applicable, as well as other charges.