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EFTA01282367.pdf
AI Summary
Deutsche Bank Securities account agreement for J. Epstein Virgin Islands Foundation, Inc., dated 2013, with standard brokerage terms and conditions. Email correspondence discusses BSO exceptions for processing multiple account agreements, including the Epstein Foundation account. [Rating: 7/10 - Standard brokerage account agreement for Epstein foundation entity, notable for institutional connection and Virgin Islands jurisdiction]
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Extracted Entities
| Name | Type | Context |
|---|---|---|
| St. Thomas U.S.V.I | location | Address listed for the account at Red Hook Quarter |
| Deutsche Asset & Wealth Management | organization | Deutsche Bank subsidiary handling the account |
| Deutsche Bank Securities Inc. | organization | Brokerage firm providing account services |
| J. Epstein Virgin Islands Foundation, Inc. | organization | Account holder for Deutsche Bank Securities brokerage account |
| Pershing LLC | organization | Third-party clearing agent for the brokerage account |
| Amy Horak | person | Vice President at Deutsche Bank's Business Supervisory Office handling account exceptions |
| Zbynek Kozelsky | person | Deutsche Bank employee involved in account review process |
| Zia Memon | person | Deutsche Bank employee involved in account review |
Full Text
Deutsche Asset & Wealth Management Account Agreement J. Epstein Virgin Islands Foundation, Inc Cagnetta 8100 Red Hook Quarter 83 St. Thomas U.S.V.l 00802 aty State p Code Account Title (Complete if different from the Client above) Account Number(*) 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 en '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 those 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. Whore 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 it (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 CLIENTS 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, end in what manner, to exercise such rights. The failure of DBSI to exercise any right granted under this Account Agreement shell 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 O851 selects. 4. Rules and Regulations. All transactions in Account(s) shall be conducted in accordance with end subject to Applicable Law. 13.4V41401.13 012145.032813 SDNY_GM_00037850 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000674 EFTA_00148459 EFTA01282367 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 DBSI does not receive payment by settlement date. Alternatively. upon Client's failure to pay for purchased and settled securities. ()BSI has the right to sell Securities and Other Property Mid in any of Client's Account(s), and charge to Client any loss resulting therefrom. O. Sale of Securities. Client agrees that in a cash account: (a) Client will not sell any Security before it is paid for, (b) 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 those sales as "short.' All other sales will be designated as "long' and will be deemed to be owned by Client. In the event that D851 enters an order to sell Securities end Other Property that Client represents Client owns, but which are not held In the Account at the time of sale, and Client falls 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 dose of business on settlement date. See the Annual Disclosure Statement, at hitp://www.pwm.db.comramericasienrannualdisciesurestatement.html for additional Information on interest charges. 7. Restrictions on Trading. 0851 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 146 of the Securities Act of 1933, Client must identity 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 en 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 price(s) 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 0651. 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 OBSI. without Inquiry or Investigation: orders for the purchase or sale of Securities and Other Property on margin or otherwise, and (II) any other instructions concerning Account(s). 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. 0851 Is not acting as the agent of Pershing. Client cannot hold Pershing. its affiliates and its officers. directors end 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 DOSE 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 es "Collateral') m order to secure any and all indebtedness or any other obligation of Client to ()BSI and its Affiliates or Pershing (collectively, all such obligations are referred to herein as the 'Obligations"). Clients who are joint accountholders (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, D651 (or Pershing, at 0851'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, DBSI 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 gem rise to a prohibited transaction under Section 4975(c)(1) (8) of the Internal Revenue Code of 1986, as amended, or Section 406(a)(003) 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 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-0180 2 012146.032813 SDNY_GM_00037851 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000675 EFTA_00148460 EFTA01282368 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness. Including any Interest and commission charges end 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 0851 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 DI351 charges an Annual Account Fee for certain accounts and may charge service fees, processing fees and/or other fees or commissions, for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pwm.db.com/americes/ervannueldisclosurestatement html. Client understands that these lees will be charged to Account(s) and authorizes DBSI to deduct such fees from Client's Account(s). 16. 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 DEISI, 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 (IOP) 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 en 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 0851 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 aocount, 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 Affilates such credit related and business conduct information end 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 end Other Communications. Client agrees to notify 0851 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 DB51 recording any or all telephone calls with Client. 21. Joint Accounts. a. Unless Clients specify "tenants in common" or "community property: Clients authorize DBSI to designate a joint account as "joint tenants with right of survivorship," or as 'tenants by the entireties" if Clients are married and 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. DBSI 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 shell be made to one owner personally and not to an 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 eating on the instructions from any one owner, (c) send the assets of the Account to the address of the account or (d) file an Interpleador action in an appropriate court to let the court decide the dispute. t3awMolt 3 012146.032813 SDNY_GM_00037852 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000676 EFTA_00148461 EFTA01282369 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 DB51 distributes the assets In accordance with Clients' Instructions. 22. Non-disclosure of Confidential and Material, Non-public information. During the course of business, employees of DB51 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 falling to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third party(ies) (including, without limitation, any Investment advisor or money manager) to act on Client's Account, such third party(ies) 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(les) authorized by Client to act for Client, whether or not referred to Client by DBSI, islare not, and shall not be deemed agents of DBSI 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 DBSI nor Pershing employees are authorized to give any such advice and fa) 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 0651 or under Applicable Law, DBSI shall not be liable for any loss to Client except in the case of DB51's gross negligence or willtul 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 lino failure, unauthorized access. theft. systems failure end other occurrences beyond 0851'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 AccountIsl. Client must direct all formal complaints against 0651 or any of its employees to Deutsche Bank Securities Inc., Compliance Department - Client inquiries, 60 Wall Street, 23rd Floor, Mail Stop NYC80-2330, 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 end, 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 DBSI establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed in writing and signed by DB51. No failure or delay on the part of DBSI 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 boon made in the State of New York and shall bo construed, and the rights of the parties determined, in accordance with the laws of the State of New York and the United States, es 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). DOS: 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 unenforceability 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 shall 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 tho termination of this Account Agreement. 13-AWA40110 4 013146031613 SDNY_GM_00037853 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000677 EFTA 00148462 EFTA01282370 III. ARBITRATION 1. This section of the Account Agreement contains the pro-dispute arbitration agreement between Client and DBSI and Pershing, as applicable, who agree as follows: a. All parties to this Account Agreement (being Client, 0651 and Pershing) ere 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 es 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 end other discovery is generally more limited in arbitration than in court proceedings; d. The arbitrators do not have to explain the reasons) for their award, unless, In an eligible case, a joint request for an explained decision has boon 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 0651, or any controversy as to whether any Issue Is arbitrable. My 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 Poor, Mail Stop NYC80-2330, New York, NY 10006-2836 within five days after receipt of a written request from DB51 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 (c) 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] 13-A1AM-0190 6 012146.032813 SDNY_GM_00037854 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000678 EFTA_00148463 EFTA01282371 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 wit notify ',Mile writing immediately h the representation candied to below ceases to be we and correct. 1.0 U.S. Citizen or U.S. Resident Alien Form W9 Request for Taxpayer Identification Number and Certification Substitute Noma as orwiniyeur Itntaornom tax M t:nE) -560,0 Advautx4,430,17tx, 6.4.(40 ..., . !jut f ( ti‘ norj6irregardt e mune. different from oboe* g Chock appropriate box for f tare tax clawifiCation (roduired): iF j Individual/sole proprietor II C Corperadon El S Corporation 0 Partnership El Trustlerowe q Exempt payee 2i 0 Limited liabilltzeompany. Ent1er ,th,e. ta.x, c,lmassipficeatiwon (C=C corporation, S.S corporation, Pepartnenhlp) R t HI o. ......h,(inuontr,7 .0....)kt Other 0 %./The ntut A ter i /33 Citysots, and ZIP pods .. 115 try" ticto 57 Vtorg..), .2-- I l l Taxpayer Identification Number (TIM Ken Enter your TIN hi the appropriate box. The TIN provided must match the name gtven on the -Name" One LLL-Malt1 to avoid backupwithholding. For IndNIduals. this is your social security number ISSN). For other ctn.—, entitles, it Is your employer intlflcation number (EIN). leant ilii•etien hinnther Vint It Certification Undo. penalties of perjury, 1 certify that: 1. The number shown on INs form Is my correct taxpayer identification number for I am welling for a number to be Issued to men. and 2. I am not subject to backup withholding because: jail am exempt frorn backup withriording, or (b) i have not been notified by In. intents' Reim nim Sendai fill151 that I am subject to backup withholding as • result of a failure to report all interest or dtvIdends, or (ci the IRS has notified mental I am no longer subject to backup withholding. end 3. I am] U.S. cater or other U.S. OM see 'defined In the Certification instructions. You must cross out herb 2 above If yon have been notified by the IRS that you are currently subject to backup withholding because you have felled to report as interest and eivalonetan your tax return. Sign Uwe of 9/94? Here e 2.EINcet-U.S. Person I am not a U.S. person (including • resident alien). I am submitting the applicable Form W-8 with this loam to certify my foreign status and. h sppllcah!a. claim tax treaty benefits. For example: Client is not a U.S. person (Including • U.S. resident alien). Cllem sprees to provide OBSI with this application the applicable Internal Revenue Service MRS) Form W-8 to certify the client's foreign status. W.8 forms end instructions are available on the IRS webshe at www.irs.gov. 19-A804419a 012148.032813 SDNY_GM_00037855 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000679 EFTA_00148464 EFTA01282372 BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: CH 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 APPUCATION IS ACCURATE. CUENTACKNOWLEIXTESTHAT THIS ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ATSECTION IX PAGE.5,AND CLIENT AGREES TO ITS re .(ALL ACCOUNT AGREEMENT SIGNATORIES MUST INITIAL). INITIAL Net THE INTERNAL Ii UE SERVICE DOES NOT REQUIRE CLIENTS CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO A aID BACKUP WrTKHOLOING. AND. IF APPLICABLE, THE CERTIFICATION REQUIRED TO ESTABLISH CLIENT'S STATUS AS A NON-U.S. PERSON MD OBTAIN A REDUCED RATE OF WITHHOLDING. Important Information for ERISA employee benefit pion dents:US Department or tabor regulations require 0851 to disclose to a rosponsitee plan fiduciary certain Worm/Won h connection with the services that DBSt provide. to a plan. to .wain the fiduciary in evaluating the reasonableness of DIM's sambas and related compensation. The disclosure s available online. at Mtp:Awnv.pwm.dboorritemericesrenforise..dtstiosum_pcs.hinat By signing below. you acknowledge that you are a fiduciary responsible for the procurement of DEISPs seryloes to the plan. you have read the disclosure and you understand the disclosure. Individual or joint account (IF THIS IS A JOINT ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN): CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having sole responsibility to TONI any tax obligations and any other regulatory reporting duties applicable In any relevant jurisdictions that may arise in connection with yam. Income or transactions In Client's account(s) and business relationship with DBSI. CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: q Tenants In common: or Comm tinily Property (for married couples In certain states; each spouse retains 60% Interest in the cornmtrity property upon death of the first spouse). Signature Data Print Name SSWEIN Signattn Date PAM Name SSNIEIN Signature Date Print Name SSN/T.Ii Corporation, pennon:01A frost or other erlaitY: CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES CIIINK acknowledges hiving eolo responsibility to TWIST any tax obligations and any other zonu:ai my reporting duties applicable to it any i cloven( iurisdiclions thistrnim arse in connection with assets, income or unctions In Client's ACCuuntio) and business firlatIonsher with 0851. furthermore. Gaunt cordons that the npripesiN fnformailon (to the host olCilem's knowledge and capabilities) is trade available no less than ennualty to the relevant tanatici0 owner(s), SettlOcOf, beineliderylbs), Reinert's). etc. to enable such persona) to fulfill any respective lex obagation3 that may Mss for, such porson)ui n ea:mambo with Clieets /Waimea relationship '.Mill 1)051. Name Entity J. Epstein Virgin blonde Foundation. Inc of Employer ID (///5/i; Signature el Oltioar Partner, Trustee Aulhottual.Parbk Date Print Namenhie t,r„1 1 19.4+;ti "Oft itust Signature of Officer. Partner, Trustee. Authorized Party .Date PtIM Name/Title Signature of Officer. Penner, Trustee. Authorized Party Date Print Nemafiltle 13-AWLS-Oise 7 012145.032813 SDNY_GM_00037856 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000680 EFTA_00148465 EFTA01282373 (≥J Current Classification: (dick here for help) Internal KCP Exceptions [I) Amy Horak Zbynek Kozelsky 11/03/2014 12:41 PM Cc SBOM, Zia Memon Classification: For internal use only After our review with Zia last week, le lions below. I also spoke to Dawn, and if there is any issue that isn't abl o- a dressed, New Accounts wi me.t>ck to us to further review. Sou em Financial: BSO Exception granted to accept agreement on file fa-to its rlirror acct 7/2/13 - just never sent to new accts) and processed correctly. No issues there. A/C opened o econdary a is account is missing client agreement. this client has accounts at this point under various entities) tat Secondary N4G_026161_Cleint Agreement_W9.pdf J. Epstein-Virgin_IslandEoundation-BSO Esrd—ePtion granted to accept agreement attached below 3/2 1 ion signed 9/13/13, never sent up to new accounts) account opened 09/24/2013. JE Foundation Acct. Agmt. 9.30.14.pdf And we agreed to this (emails complete email is below) "Per our review and conversation earlier today, please note BSO Exceptions granted to accept older account agreements provided that Undated W9s are on file for any accounts opened 7/1/14 or later, and Cash Sweet) Letter is obtained for any Accounts opened 3/1/14 or later." With that I would like to add three more accounts to that - is that possible? Yadegar O Exception granted to accept agreement attached below For ACCT AGREE N I HMI-USES ONLY - not W-9, as that is not required at this time (3/19/14 version signed 7/16/14,) - Account opened: 12/14/2011, SDNY_GM_00037857 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000681 EFTA_001 48466 EFTA01282374 - Initial client agreement coded correctly. - Clients would like to add a third person to the account. Due to the delay from their side we have the March 2014 version of the agreement and W9. Car N4G_016626_Agreement_W9.pdf Cohen SO Exception granted to accept account agreement only - updated W-9 with FATCA has been provided and will be coded separately. - Account opened: 12/04/2013 - Client incorrectly filled out the initial W9 - Corrected W9 attached with FATCA LTS COHEN W9 NEW.pdf 1217 2013.11.06 DB PWM Agreement - Cohen Living Trust.pdf Gerber ISO Exception to accept account agreement only - updated W-9 with FATCA has be will be coded separately. - Account opened: 10/01/2013 - Client incorrectly filled out the initial W9 - Corrected W9 included with FATCA C r- Ct Deutsche Bank AWM Agreement - James & Linnea Gerber Living Trust.pdf Gerber W9.pdf Kind regards, Amy Amy Horak Vice President I Business Supervisory Office Deutsche Bank Securities Inc Deutsche Asset 8, Wealth Management SDNY_GM_00037858 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000682 EFTA_0014 8467 EFTA01282375